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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
SAFESKIN CORPORATION
(Exact name of registrant as specified in its charter)
Florida 59-2617525
(State of incorporation or organization) (I.R.S. Employer Identification No.)
12671 High Bluff Drive
San Diego, California 92130
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check the
following box. / /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
Item 1 of the Registrant's Form 8-A filed November 1, 1993 is hereby
amended in its entirety to read as follows:
The description of the Registrant's Common Stock is contained in
Exhibit 99.1 of the Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on January 2, 1997. Such description and any
amendments or reports filed for the purpose of updating such language is
incorporated herein by reference.
Item 2. Exhibits
1. Amended and Restated Bylaws of the Registrant.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
SAFESKIN CORPORATION
By: /s/ Richard Jaffe
_____________________________________
Name: Richard Jaffe
Title: Chairman, President and
Chief Executive Officer
Dated: January 2, 1997
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1 Amended and Restated Bylaws of the Registrant
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AMENDED AND RESTATED BYLAWS
OF
SAFESKIN CORPORATION
(a Florida corporation)
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INDEX
ARTICLE I
PAGE
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Offices
Section 1.01. Principal Office........................ 1
Section 1.02. Registered Office....................... 1
Section 1.03. Other Offices........................... 1
ARTICLE II
Meetings of Shareholders
Section 2.01. Annual Meeting.......................... 1
Section 2.02. Special Meetings........................ 1
Section 2.03. Place of Meetings....................... 1
Section 2.04. Voting Lists............................ 1
Section 2.05. Fixing of a Record Date................. 2
Section 2.06. Notice of Meetings...................... 2
Section 2.07. Precondition to Delivery of Notice
of Special Meeting of Shareholders
called by Shareholders ............... 3
Section 2.08. Quorum ................................. 3
Section 2.09. Adjournment ............................ 3
Section 2.10. Organization............................ 3
Section 2.11. Voting.................................. 4
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Section 2.12. Proxies................................. 5
Section 2.13. Action by Shareholders Without a Meeting 5
ARTICLE III
Board of Directors
Section 3.01. Powers and Duties....................... 6
Section 3.02. Qualification and Election.............. 7
Section 3.03. Number and Term of Office............... 7
Section 3.04. Organization............................ 7
Section 3.05. Place of Meetings....................... 7
Section 3.06. Annual Meetings......................... 7
Section 3.07. Regular Meetings ....................... 8
Section 3.08. Special Meetings........................ 8
Section 3.09. Action By Written Consent Without a
Meeting ................................ 8
Section 3.10. Conference Telephone Meetings .......... 8
Section 3.11. Quorum ................................. 8
Section 3.12. Voting ................................. 8
Section 3.13. Adjournment ............................ 8
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Section 3.14. Compensation ........................... 9
Section 3.15. Resignations ........................... 9
Section 3.16. Vacancies .............................. 9
Section 3.17. Removal ................................ 9
Section 3.18. Committees of the Board ................ 9
Section 3.19. Executive Committee .................... 10
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ARTICLE IV
Notice and Waiver of Notice
Section 4.01. Notice ................................ 10
Section 4.02. Waiver of Notice....................... 11
ARTICLE V
Officers
Section 5.01. Number and Qualifications .............. 11
Section 5.02. Election and Term of Office............. 11
Section 5.03. Subordinate Officers, Committees
and Agents............................ 11
Section 5.04. The Chief or Co-Chief
Executive Officers.................... 12
Section 5.05. The Chairman of the Board............... 12
Section 5.06. The Vice Chairman of the Board.......... 12
Section 5.07. The President........................... 12
Section 5.08. The Vice Presidents..................... 12
Section 5.09. The Secretary........................... 12
Section 5.10. The Treasurer........................... 13
Section 5.11. Salaries and Compensation............... 13
Section 5.12. Resignations............................ 13
Section 5.13. Removal................................. 13
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Section 5.14. Vacancies............................... 13
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ARTICLE VI
Certificates of Stock, Transfer
Section 6.01. Share Certificates, Issuance............ 13
Section 6.02. Transfer................................ 14
Section 6.03. Registered Shareholders................. 14
Section 6.04. Lost, Destroyed or Mutilated
Certificates.......................... 14
ARTICLE VII
Indemnification of Directors, Officers, Employees & Agents
Section 7.01. Directors, Officers, Employees
and Agents ........................... 15
Section 7.02. Expenses................................ 16
Section 7.03. Determination of Standard of Conduct.... 16
Section 7.04. Advance Expenses........................ 16
Section 7.05. Benefit................................. 16
Section 7.06. Insurance............................... 17
Section 7.07 No Rights of Subrogation ............... 17
Section 7.08. Indemnification for Past Directors...... 17
Section 7.09. Affiliates.............................. 17
Section 7.10. Reliance and Non-Exclusivity............ 17
Section 7.11. Miscellaneous........................... 17
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Section 7.12 Insider Trading Violations Exclusion.... 18
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ARTICLE VIII
Miscellaneous
Section 8.01. Checks.................................. 18
Section 8.02. Dividends............................... 18
Section 8.03. Deposits................................ 18
Section 8.04. Fiscal Year............................. 18
Section 8.05. Severability............................ 18
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ARTICLE I
Offices
Section 1.01. Principal Office. The principal office of the
corporation in the State of Florida, which may be the registered office, shall
be established at such place as the board of directors shall from time to time
determine.
Section 1.02. Registered Office. The registered office of the
corporation in the State of Florida shall be at the office of its registered
agent as stated in the articles of incorporation or as the board of directors
shall from time to time determine.
Section 1.03 Other Offices. The corporation may have additional offices
at such other places, either within or without the State of Florida, as the
board of directors may from time to time determine or the business of the
corporation may require.
ARTICLE II
Meetings of Shareholders
Section 2.01. Annual Meeting. The annual meeting of shareholders shall
be held after the close of each fiscal year on such date and at such time as
determined by the board of direc tors. The shareholders entitled to vote at
such meeting shall elect the directors and shall transact such other business
as may properly be brought before the meeting.
Section 2.02. Special Meetings. Special meetings of the shareholders
of the corporation may be called, for any purpose or purposes permitted by law,
by the board of directors on its own initiative and shall be called by the
board of directors upon written request by the chairman of the board, the vice
chairman of the board, the president of the corporation, or, upon delivery to
the secretary of one or more written demands for the meeting describing the
purpose or purposes for which it is to be held, by the holders of not less
than twenty percent of all the shares entitled to be cast on any issue proposed
to be considered at the proposed special meeting. Notice of such meeting shall
be given by the secretary as provided herein.
Section 2.03. Place of Meetings. All meetings of the shareholders of
the corporation shall be held at such place within or without the State of
Florida as shall be designated from time to time by the board of directors and
stated in the notice of such meeting or in a duly executed waiver of notice
thereof.
Section 2.04. Voting Lists. The officer or agent of the corporation
having charge of the stock transfer books for shares of the corporation shall
make, at least ten days before each meeting of shareholders, a complete list of
the shareholders entitled to vote at the meeting and any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each shareholder, which list shall be kept on file at the place
identified in the meeting notice in the city where the meeting will be held or
its principal place of business or at the office of its
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registrar or transfer agent for a period of at least ten days prior to the
meeting, and shall be subject to inspection by any shareholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting, and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The original share ledger or
transfer book, or a duplicate thereof, shall be prima facie evidence as to who
are the shareholders entitled to examine such list or share ledger or transfer
book, or to vote, in person or by proxy, at any meeting of the shareholders.
Section 2.05. Fixing of a Record Date. The board of directors may fix
in advance a date as the record date for any determination of shareholders
entitled to notice of, or to vote at, any meeting of shareholders, or entitled
to payment of a dividend or allotment of any rights or privileges, such date in
any case to be not more than seventy days and, in the case of a meeting of
shareholders, not less than ten days prior to the date on which the particular
action, requiring such determination of shareholders, is to be taken.
If no record date is fixed for the determination of shareholders
entitled to notice of, or to vote at, a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which the secretary mails
the notice of the meeting or the date on which the resolution of the board of
directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting
of shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, unless the board of directors fixes a
new record date under this section for the adjourned meeting which it must do if
the meeting is adjourned to a date more than 120 days after the date fixed for
the original meeting.
Section 2.06. Notice of Meetings. Written notice stating the place,
day and hour of every meeting of the shareholders shall be given by the
secretary to each shareholder entitled to vote at such meeting, either
personally or by first class mail, at least ten days, but not more than sixty
days, prior to the day named for the meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States first-class mail
postage prepaid, addressed to the shareholder at his address as it appears on
the stock transfer books of the corporation.
Section 2.07. Precondition to Delivery of Notice of Special Meeting of
Shareholders Called by Shareholders. The secretary shall inform shareholders who
have delivered a written request for a special meeting and otherwise complied
with section 2.02 of the reasonably estimated costs of preparing and mailing a
notice of the meeting, and, on payment of these costs to the corporation, the
secretary shall deliver notice of such meeting to each shareholder entitled
thereto.
Section 2.08. Quorum. The presence, in person or by proxy, of
shareholders entitled to cast a majority of the votes which all shareholders are
entitled to cast shall constitute a
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quorum for such meeting. Treasury shares, shares of this corporation's stock
which are owned by another corporation the majority of the voting stock of which
is owned by this corporation, and shares of this corporation's stock held by
another corporation in a fiduciary capacity for the benefit of this corporation
shall not be counted in determining the total number of outstanding shares for
voting purposes at any given time. After a quorum has been established at a
shareholders' meeting, the subsequent withdrawal of shareholders, so as to
reduce the number of shareholders entitled to vote at the meeting below the
number required for a quorum, shall not affect the validity of any action taken
at the meeting or any adjournment thereof. When a specified item of business is
required to be voted on by any class or series of stock, a majority of the
shares of such class or series shall constitute a quorum for transaction of such
item of business by that class or series.
Section 2.09. Adjournment. When a meeting which is properly called is
adjourned to another time or place, it shall not be necessary to give any notice
of the adjourned meeting if the time and place to which the meeting is adjourned
are announced at the meeting at which the adjournment is taken, and at the
adjourned meeting any business may be transacted that might have been transacted
on the original date or place of the meeting. If, however, after the adjournment
the board fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of record on the new record
date entitled to vote at such meeting.
The holders of a majority of the shares represented, and who would be
entitled to vote at a meeting if a quorum were present, where a quorum is not
present, may adjourn such meeting from time to time.
Section 2.10. Organization. At every meeting of the shareholders, the
chairman of the board, if there be one, or in the case of vacancy in office or
absence of the chairman of the board, one of the following officers present in
the order stated: the vice chairman of the board, the president, the vice
presidents in their order of rank and then seniority, or a chairman chosen by
the shareholders entitled to cast a majority of the votes which all shareholders
present in person or by proxy are entitled to cast, shall act as chairman, and
the secretary, or, in his absence, an assistant secretary, or, in the absence of
both the secretary and assistant secretaries, a person appointed by the
chairman, shall act as secretary.
Section 2.11. Voting. If a quorum is present at any meeting, action on
a matter (other than the election of directors) is approved if the votes cast in
favor exceed the votes cast in opposition, unless the question is one for which,
by express provision of the law or of the articles of incorporation or these
bylaws, a different vote is required, in which case such express provision shall
govern and control the decision of such question.
Except as may be otherwise provided in the articles of incorporation,
every shareholder of record shall have the right, at every shareholders'
meeting, to one vote for every share, and to a fraction of a vote equal to every
fractional share, of stock of the corporation standing in his name on the books
of the corporation. A shareholder may vote either in person or by proxy.
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Treasury shares, shares of this corporation's stock which are owned by
another corporation the majority of the voting stock of which is owned by this
corporation, and the shares of this corporation's stock held by another
corporation in a fiduciary capacity for the benefit of this corporation shall
not be voted, directly or indirectly, at any meeting of shareholders.
At each election for directors, every shareholder entitled to vote
shall have the right to vote the number of shares owned by him, for as
many persons as there are directors to be elected at that time and for whose
election he has a right to vote or, if cumulative voting is authorized by the
articles of incorporation, to accumulate his votes by giving one candidate a
number of votes equal to the number of directors to be elected at that time
multiplied by the number of his votes or distribute such number of votes among
any number of candidates.
Shares standing in the name of another corporation, domestic or
foreign, may be voted by the officer, agent, or proxy designated by the bylaws
of the corporate shareholder; or, in the absence of any applicable bylaw, by
such person as the board of directors of the corporate shareholder may
designate. Proof of such designation may be made by presentation of a certified
copy of the bylaws or other instrument of the corporate shareholder. In the
absence of any such designation, or in case of conflicting designation, by the
corporate shareholder, the chairman of the board, president, any vice president,
secretary and treasurer of the corporate shareholder shall be presumed to
possess, in that order, authority to vote such shares.
Shares held by an administrator, executor, guardian or conservator may
be voted by such person, either in person or by proxy, without a transfer of
such shares into the name of such person.
Shares standing in the name of a trustee may be voted by such trustee,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by such trustee without a trans fer of such shares into the name of such
trustee. Shares held by or under the control of a receiver, a trustee in
bankruptcy proceedings, or an assignee for the benefit of creditors may be
voted by him or the name of his nominee, without the transfer thereof into his
name.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or the nominee of the pledgee shall be entitled to vote
the shares so transferred.
Section 2.12. Proxies. Every shareholder entitled to vote at a meeting
of shareholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy in accordance with applicable laws.
Section 2.13. Action by Shareholders Without a Meeting. Unless
otherwise provided in the articles of incorporation, any action required to be
taken at any annual or special meeting of shareholders of the corporation, or
any action which may be taken at any annual or
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special meeting of the shareholders, may be taken without a meeting, without
prior notice and without a vote, if one or more consents in writing, setting
forth the action so taken, shall be dated and signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted, and delivered to the
corporation by delivery to its principal office in Florida, its principal place
of business, the corporate secretary, or another officer or agent of the
corporation having custody of the minute book. If any class of shares is
entitled to vote thereon as a class, such written consent shall be required of
the holders of a majority of the shares of such class and of the total shares
entitled to vote.
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ARTICLE III
Board of Directors
Section 3.01. Powers and Duties. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of, a board of directors and,
in accordance with Section 3.19 of these bylaws, an executive committee of the
board of directors, except as may be otherwise provided in the Florida Business
Corporation Act or the articles of incorporation.
A director shall perform his duties as a director, including duties as
a member of any committee of the board upon which the director may serve, in
good faith, in a manner the director reasonably believes to be in the best
interests of the corporation, and with such care as an ordinarily prudent person
in a like position would use under similar circumstances. In performing his
duties, a director shall be entitled to rely on information, opinions, reports
or statements, including financial statements and other financial data, in each
case prepared or presented by:
(1) one or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented,
(2) counsel, public accountants or other persons as to matters which the
director reasonably believes to be within such person's professional or expert
competence, or
(3) a committee of the board upon which the director does not serve,
duly designated in accordance with provisions of the articles of incorporation
or these bylaws, as to matters within its designated authority, which committee
the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if the
director has knowledge concerning the matter in question that would cause such
reliance described in the preced ing subsection to be unwarranted.
A person who performs his duties in compliance with this section shall
not be liable for any action taken as a director or any failure to take any
action.
A director of the corporation who is present at a meeting of the board
of directors at which action on any corporate matter is taken shall be presumed
to have assented to the action taken, unless the director votes against such
action or abstains from voting in respect thereto because of an asserted
conflict of interest.
Section 3.02. Qualification and Election. Directors need not be
residents of Florida or shareholders in the corporation. Except in the case of
vacancies, directors shall be elected by the
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shareholders. Upon the demand of any shareholder or his proxy at any meeting of
shareholders for the election of directors, the chairman of the meeting shall
call for and shall afford a reasonable opportunity for the making of nominations
for the office of director (except to the extent, if any, restricted by the
articles of incorporation). Any shareholder or his proxy may nominate as many
persons for the office of director as there are positions to be filled by
providing the secretary with a written acceptance of nomination as director
executed by such nominee. If nominations for the office of director have been
called for as herein provided, only candidates who have been nominated in
accordance therewith shall be eligible for election. If the board of directors
is classified with respect to the power to elect directors or with respect to
the terms of directors and if, due to a vacancy or vacancies, or otherwise,
directors of more than one class are to be elected, each class of directors to
be elected at the meeting shall be nominated and elected separately. The
candidates receiving the greatest number of votes, up to the number of directors
to be elected, shall be elected directors.
Section 3.03. Number and Term of Office. The board of directors shall
consist of six (6) directors. The number of directors may be increased or
decreased from time to time by amendment to these bylaws, but no decrease shall
have the effect of shortening the term of any incumbent director. Each director
shall serve until the next annual meeting of the shareholders and until his
successor shall have been elected and qualified or until his earlier
resignation, removal from office or death.
Section 3.04. Organization. At every meeting of the board of directors,
the chairman of the board, if there be one, or in the absence of the chairman of
the board, the vice chairman of the board, the president of the corporation or a
chairman chosen by a majority of the directors present, shall preside, and the
secretary or any person appointed by the chairman of the meeting, shall act as
secretary.
Section 3.05. Place of Meetings. Meetings of the board of directors
of the corporation, regular or special, may be held either within or without the
State of Florida.
Section 3.06. Annual Meetings. The board of directors shall hold an
annual meeting each year immediately following the annual meeting of the
shareholders at the place where such meeting of the shareholders was held for
the purpose of election of officers and consideration of any other business that
may be properly brought before the meeting. Notice of such annual meetings need
not be given to either old or new members of the board of directors.
Section 3.07. Regular Meetings. If the board of directors determines
to hold regular meetings, such meetings shall be held on such dates as shall be
designated in this Section 3.07 by amendment to these bylaws. Notice of such
regular meetings need not be given to any member of the board of directors.
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Section 3.08. Special Meetings. Special meetings of the board of
directors may be called by any two directors, the chairman of the board, the
vice chairman of the board or the president on two days' prior written notice.
Section 3.09. Action by Written Consent Without a Meeting. Any action
of the board of directors or of any committee thereof, which is required or
permitted to be taken at a regular or special meeting, may be taken without a
meeting if consent in writing, setting forth the action so to be taken, signed
by all of the members of the board of directors or of the committee, as the case
may be, is filed in the minutes of the proceedings of the board of directors or
committee.
Section 3.10. Conference Telephone Meetings. One or more members of
the board of directors may participate in meetings of the board or a committee
of the board by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this section shall constitute
presence in person at such meeting.
Section 3.11. Quorum. A majority of the directors in office shall be
present at each meeting in order to constitute a quorum for the transaction of
business. Interested directors may be counted in determining the presence of a
quorum at a meeting of the board of directors which authorizes, approves or
ratifies such contract or transaction.
Section 3.12. Voting. Except as otherwise specified in the
articles of incorporation or these bylaws or provided by statute, the acts of a
majority of the directors present at a meeting at which a quorum is present
shall be the acts of the board of directors.
Section 3.13. Adjournment. A majority of the directors
present, regardless of whether or not a quorum exists, may adjourn any meeting
of the board of directors, to another time and place and no notice of any
adjourned meeting need be given, other than by announcement at the meeting.
Section 3.14. Compensation. The board of directors shall
have the authority to fix the compensation of directors for their attendance at
meetings of the board of directors or committees thereof, and such compensation
may include expenses, if any, associated with attendance at such meetings.
Section 3.15. Resignations. Any director of the corporation
may resign at any time by giving written notice to the president or the
secretary of the corporation. Such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
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Section 3.16. Vacancies. Any vacancy occurring in the board
of directors, including any vacancy created by reason of an increase in the
number of directors, may be filled by the affirmative vote of a majority of the
remaining directors, or by the shareholders in the manner provided in the
Florida Business Corporation Act. A director elected to fill a vacancy shall
hold office only until the next election of directors by the shareholders.
Section 3.17. Removal. The shareholders may remove one or
more directors from office, with or without cause, by a vote or written consent
of the holders of a majority of the shares then entitled to vote. In case the
board of directors or any such class of the board of directors, or any one or
more directors be so removed, new directors may be elected at the same meeting
or by the same written consent. If the corporation has cumulative voting and if
less than the entire board is to be removed, no individual director may be
removed if the votes cast against the resolution for his removal would be
sufficient to elect him if then cumulatively voted at an election of the entire
board or a class of which he is part.
Section 3.18. Committees of the Board. The board of
directors, by resolution adopted by a majority of the entire board, shall
designate from among its members an executive committee and may designate one or
more other committees.
Each committee shall have and exercise such authority of the
board as provided in these bylaws or in the resolution designating the
committee, except that no committee of the board, including the executive
committee, shall have the authority of the board to take any of the following
actions ("Reserved Actions"):
(1) approve or recommend to shareholders actions or proposals required
by law to be approved by shareholders;
(2) fill vacancies on the board of directors or any committee thereof;
(3) amend or repeal these bylaws;
(4) authorize or approve the reacquisition of shares unless pursuant to
a general formula or method specified by the board of directors; or
(5) authorize or approve the issuance or sale of or contract for the
sale of shares or determine the designation and relative rights, preferences and
limitations of a voting group unless within limits specifically prescribed by
the board of directors.
A majority of the directors in office designated to a committee shall
be present at each meeting to constitute a quorum for the transaction of
business and the acts of a majority of the directors in office designated to a
committee or their replacements shall be the acts of the committee.
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Each committee shall keep regular minutes of its proceedings and
report such proceedings periodically to the board of directors.
Sections 3.05, 3.08, 3.09, 3.10 and 3.11 shall be applicable
to committees of the board of directors.
Section 3.19. Executive Committee. The executive committee shall
consist of three members. No member of the executive committee may be removed
by the board of directors except by unanimous vote. The executive committee
shall have and exercise all of the authority of the board of directors except
with respect to Reserved Actions. The board of directors shall not have any
authority to consider and vote upon any matter other than Reserved Actions
unless and until such matter shall have been duly approved by the executive
committee.
This Section 3.19 of the bylaws may be amended only by the
shareholders or by 80% of the directors.
ARTICLE IV
Notice and Waiver of Notice
Section 4.01. Notice. Whenever written notice is required to be given
to any director under the provisions of the articles of incorporation, these
bylaws or the Florida Business Corporation Act, it shall be given by personal
delivery, facsimile transmission, delivery to an overnight courier service or
representative, deposit in the United States first-class mail, or by certified
or registered mail, addressed to the address of such person appearing on the
books of the corporation, or supplied by such person to the corporation for the
purpose of notice. A notice of a meeting shall specify the place, day and hour
of the meeting. Notices to shareholders shall be given as provided in Section
2.06 hereof.
Section 4.02. Waiver of Notice. Whenever any notice is required to be
given under the Florida Business Corporation Act, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice. Except in the case of a special meeting of shareholders, neither the
business to be transacted at, nor the purpose of, the meeting need be specified
in the waiver of notice of such meeting.
Attendance of a person, either in person or by proxy, at any meeting,
shall constitute a waiver of notice of such meeting, in the manner provided in
the Florida Business Corporation Act unless and to the extent the shareholder
objects.
ARTICLE V
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Officers
Section 5.01. Number and Qualification. The officers of the
corporation shall consist of such officers and agents as may be appointed by the
board of directors. One person may hold more than one office. Officers may but
need not be directors or shareholders of the corporation. The board of directors
may elect from among the members of the board a chairman of the board who, if
elected, shall be an officer of the corporation. A duly appointed officer may
appoint one or more officers or assistant officers to the extent authorized by
the board of directors.
Section 5.02. Election and Term of Office. Except such officers as may
be elected pursuant to Section 5.03, the officers of the corporation shall be
appointed to hold office until the next annual organizational meeting of
directors and until a successor shall have been duly elected and qualified, or
until his death, resignation or removal.
Section 5.03. Subordinate Officers, Committees and Agents. The board
of directors may from time to time elect such officers and appoint such
committees, employees or other agents as the board deems the business of the
corporation may require, to hold office for such period, have such authority,
and perform such duties as are provided in these bylaws, or as the board of
directors may delegate.
Section 5.04. The Chief or Co-Chief Executive Officers. The chief
executive officer or, if appointed by the board of directors, the two
co-chief executive officers of the corporation shall have the general power of
supervision, direction and control over the business and operations of the
corporation, subject to the authority of the board of directors. Chief or
co-chief executive officers shall sign, execute and acknowledge, in the name of
the corporation, deeds, mortgages, bonds, contracts or other instruments except
in cases where the signing and execution thereof shall be expressly delegated by
the board of directors, or by these bylaws, to some other officer or agent of
the corporation; and shall perform such other duties as from time to time may be
assigned by the board of directors.
Section 5.05. The Chairman of the Board. The chairman of the board, if
elected, shall preside at all meetings of the shareholders and of the board of
directors, and shall perform such other duties as may from time to time be
assigned to him by the board of directors.
Section 5.06. The Vice Chairman of the Board. The vice chairman of the
board, if elected, shall perform all of the duties of the chairman of the board
in the chairman's absence and shall perform such other duties as may from time
to time be assigned to him by the board of directors.
Section 5.07. The President. The president shall perform all duties
incident to the office of president and such other duties as from time to time
may be assigned to him by the board
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of directors. If the board of directors fails to elect a chief or co-chief
executive officers, then the president shall be the chief executive officer of
the corporation.
Section 5.08. The Vice Presidents. The vice presidents shall perform
duties as may from time to time be assigned to them by the board of directors or
a chief or co-chief executive officer.
Section 5.09. The Secretary. The secretary shall attend all meetings
of the board of directors and committees thereof and shall record the
time and place of holding of such meeting, whether regular or special, and if
special, how authorized, the notice given, the names of those present at
directors' meetings or the number of shares present or represented at
shareholders' meetings in books to be kept for that purpose; shall see that
notices are given and records and reports properly kept and filed by the
corporation as required by law; shall be the custodian of the seal of the
corporation and see that it is affixed to all documents to be executed on behalf
of the corporation under its seal; and, in general, shall perform all duties
incident to the office of secretary, and such other duties as may from time to
time be assigned to him by the board of directors or a chief or co-chief
executive officer.
Section 5.10. The Treasurer. The treasurer, if elected, shall have or
provide for the custody of the funds or other property of the corporation and
shall keep a separate book account of the same to his credit as treasurer; shall
keep and maintain, or cause to be kept and maintained, adequate and correct
accounts of the properties and business transactions of the corporation,
including, but not limited to, accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital-surplus and shares; shall collect and
receive or provide for the collection and receipt of moneys earned by or in any
manner due to or received by the corporation; shall deposit all funds in his
custody as treasurer in such banks or other places of deposit as the board of
directors may from time to time designate; shall, whenever so required by the
board of directors, render an accounting showing his transactions as treasurer
and the financial condition of the corporation; and, in general, shall discharge
such other duties as may from time to time be assigned to him by the board of
directors, a chief or co-chief executive officer. The books of account shall be
open at all reasonable times to inspection by any director.
Section 5.11. Salaries and Compensation. The salaries, if any, of the
officers elected by the board of directors shall be fixed from time to time by
the board of directors or by such officer as may be designated by resolution of
the board. The salaries or other compensation of any officers, employees and
agents elected, appointed or retained by an officer or committee to which the
board of directors has delegated such a power shall be fixed from time to time
by such officer or committee. No officer shall be prevented from receiving such
salary or other compensation by reason of the fact that he is also a director of
the corporation.
Section 5.12. Resignations. Any officer or agent may resign at any
time by giving written notice of resignation to the board of directors or to the
president or the secretary of the corpo-
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ration. Any such resignation shall take effect at the date of the receipt of
such notice or at any later time specified therein and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 5.13. Removal. Any officer, committee member, employee or
agent of the corporation may be removed, either for or without cause, by the
board of directors or other authority which elected or appointed such officer,
committee member or other agent.
Section 5.14. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause, shall be filled by
the board of directors or by the officer or committee to which the power to fill
such office has been delegated, as the case may be.
ARTICLE VI
Certificates of Stock, Transfer
Section 6.01. Share Certificates, Issuance. Every shareholder shall be
entitled to have a certificate representing all shares to which he is entitled;
and such certificate shall be signed (either manually or in facsimile) by the
chairman of the board, if any, or by the president or a vice president and by
the secretary or any assistant secretary of the corporation and may be sealed
with the corporate seal or a facsimile thereof. In the event any officer who has
signed, or whose facsimile signature has been placed upon any share certificate
shall have ceased to be such officer because of death, resignation or otherwise,
before the certificate is issued, it may be issued with the same effect as if
the officer had not ceased to be such at the date of its issue. Certificates
representing shares of the corporation shall otherwise be in such form as
provided by statute and approved by the board of directors. Every certificate
exchanged or returned to the corporation shall be marked "CANCELED", with the
date of cancellation.
Section 6.02. Transfer. Transfers of shares shall be made on the
books of the corporation upon surrender of the certificates therefor, endorsed
by the person named in the certificate or by an attorney lawfully constituted in
writing.
Section 6.03. Registered Shareholders. Except as otherwise expressly
set forth in these bylaws, the corporation shall be entitled to (1) recognize a
person registered on its books in whose name any shares of the corporation are
registered as the absolute owner thereof with the exclusive rights to receive
dividends, and to vote such shares as owner, and (2) to hold such person liable
for calls, to the extent permitted by law. Except as otherwise provided by law,
the corporation shall not be bound to recognize any equitable or other claim
regardless of whether the corporation shall have express or other notice
thereof.
Section 6.04. Lost, Destroyed or Mutilated Certificates. The holder
of any shares of the corporation shall immediately notify the corporation of any
loss, destruction or mutilation of
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the certificates therefor, and the board of directors may, in its discretion,
cause new certificates to be issued to him, upon satisfactory proof of such
loss, destruction, or mutilation and, if the board of directors shall so
determine, the deposit of a bond in such form and in such sum, and with such
surety or sureties, as it may direct.
ARTICLE VII
Indemnification of Directors, Officers,
Employees and Agents
Section 7.01. Directors, Officers, Employees and Agents. The
corporation shall indemnify any person who was or is a party or is threatened to
be made a party (which shall include the giving of testimony or similar
involvement) to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by, or in the right of the corporation) by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
any other 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 in connection with such
action, suit or proceeding, including any appeal thereof, if he acted in good
faith 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
proceedings, had no reasonable cause to believe that his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall
not create, of itself, a presumption that the person did not act in good faith
or in a manner which he reasonably believed to be in, or not opposed to, the
best interest of the corporation or, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
The corporation shall indemnify any person who was or is a party, or
is threatened to be made a party (which shall include the giving of testimony or
similar involvement), to any threatened, pending, or completed action or suit by
or in the right of the corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee or agent 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)
and amounts paid in settlement (to the extent permitted by law), including any
appeal thereof. Such indemnification shall be authorized if such person acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable unless, and only to the extent that, the court in
which such proceeding was brought, or any other court of competent jurisdiction,
shall determine upon application that, despite the adjudication of liability but
in view of all circumstances of the case, such
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person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
Section 7.02. Expenses. To the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above, or in
any defense of any claim, issue or matter therein, the corporation shall
indemnify him against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
Section 7.03. Determination of Standard of Conduct. Any
indemnification hereunder, unless pursuant to a determination by a court, shall
be made by the corporation as authorized upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth above. Such determination shall be made either (1) by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such proceeding, (2) by majority vote of a committee duly designated
by the board of directors consisting of two or more directors not at the time
parties to the proceeding, (3) by the shareholders who were not parties to such
action, suit or proceedings, or (4) by independent legal counsel in a written
opinion.
Section 7.04. Advance Expenses. Expenses including attorney's fees
incurred in defending any action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding as authorized in the manner provided above or upon receipt of any
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount, unless it shall ultimately be determined that he is not entitled to
be indemnified by the corporation as authorized herein.
Section 7.05. Benefit. The indemnification provided by this Article
shall be in addition to the indemnification rights provided pursuant to Section
607 of the Florida Statutes, as amended, and shall not be deemed exclusive of
any other rights to which person seeking indemnification may be entitled under
any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent of the corporation
and shall inure to the benefit of the heirs, executors and administrators of
such a person.
Section 7.06. Insurance. The corporation shall be empowered to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent 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
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions contained
herein.
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Section 7.07 No Rights of Subrogation. Indemnification herein shall be
a personal right and, the corporation shall have no liability under this Article
VII to any insurer or any person, corporation, partnership, association, trust
or other entity (other than the heirs, executors or administrators of such
person) by reason of subrogation, assignment or succession by any other means to
the claim of any person to indemnification hereunder.
Section 7.08. Indemnification for Past Directors. Indemnification as
provided in this section shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.
Section 7.09. Affiliates. For the purposes of this Article, references
to "the corporation" include all constituent corporations absorbed in a
consolidation or merger, as well as the resulting or surviving corporation, so
that any person who is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as he would if he had served the resulting or surviving
corporation in the same capacity.
Section 7.10. Reliance and Non-Exclusivity. Each person who shall act
as an authorized representative of the corporation shall be deemed to be doing
so in reliance upon such rights of indemnification as are provided in this
Article.
Section 7.11. Miscellaneous. The corporation shall have the power to
make any other or further indemnification, except an indemnification against
gross negligence or willful misconduct, under any bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.
7.12 Insider Trading Violations Exclusion. Notwithstanding anything to
the contrary in this Article VII or the Florida Business Corporation Act, the
corporation shall not indemnify any person who was or is a party to any claim,
action, suit or proceeding arising out of or resulting from any violation by
such person of (i) the Safeskin Corporation Policy Statement on Securities
Trading by Safeskin Personnel, as it may be amended by the Board of Directors
from time to time, or (ii) Sections 16, 20A or 21A of the Securities Exchange
Act of 1934 and regulations promulgated thereunder; except that the corporation
shall indemnify such person, in the manner provided in this Article VII, in the
event such person has successfully defended any such action, suit or proceeding
on the merits and such action, suit or proceeding has terminated with no
possibility of further appeal or in the event the Board of Directors so
determines.
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ARTICLE VIII
Miscellaneous
Section 8.01. Checks. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may designate from time to time.
Section 8.02. Dividends. The board of directors, at any regular or
special meeting thereof, subject to any restrictions contained in the articles
of incorporation, may declare and pay dividends upon the shares of the
corporation's stock in cash, property or the corporation's shares in accordance
with the Florida Business Corporation Act.
Section 8.03. Deposits. All funds of the corporation shall be
deposited from time to time to the credit of the corporation in such financial
institutions or other depositaries as the board of directors may approve or
designate.
Section 8.04. Fiscal Year. The fiscal year of the corporation shall
end on the 31st day of December in each year.
Section 8.05. Severability. The provisions of these bylaws shall be
separable each from any and all other provisions of these bylaws, and
if any such provision shall be adjudged to be invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provision hereof, or
the powers granted to this corporation by the articles of incorporation or
bylaws.
The undersigned hereby certifies that these bylaws were adopted by the board of
directors on the 22nd day of March, 1995.
/s/ Howard L. Shecter
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Howard L. Shecter, Secretary
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