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EXHIBIT 2.1
Filed in the office of the Secretary of State of Texas August 14, 2000
SECOND AMENDED
AND
RESTATED ARTICLES OF INCORPORATION
OF
RETRACTABLE TECHNOLOGIES, INC.
Pursuant to the provisions of Article 4.07 of the Texas Business
Corporation Act, Retractable Technologies, Inc. (hereinafter called the
"Corporation") hereby adopts the following amendments and restates the Articles
of Incorporation of the Corporation as previously amended or supplemented and as
further amended by these Second Amended and Restated Articles of Incorporation
of the Corporation as follows:
ARTICLE I
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The name of the Corporation is Retractable Technologies, Inc.
ARTICLE II
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The following amendment to the Articles of Incorporation was adopted by the
Board of Directors of the Corporation on August 1, 2000, and by the shareholders
of the Corporation effective as of August 11, 2000, for the purpose of changing
the registered agent and office of the Corporation. The Amendment alters
Artictle VII of the Restated Articles of Incorporation filed on April 13, 2000,
and the full text of Article VII, as hereby amended, is as follows:
The street address of its registered office is 2001 Bryan Tower, Ste.
2700, Dallas, Texas 75201 and the name of its registered agent is
Ralph S. Janvey.
ARTICLE III
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The following amendment to the Articles of Incorporation was adopted by the
Board of Directors of the Corporation on August 1, 2000, and by the shareholders
of the Corporation effective as of August 11, 2000, for the purpose of changing
the term of office of directors from three to two years in order to comply with
Section 2.33 of the Texas Business Corporation Act. The Amendment alters
Section (a) of Article X of the Restated Articles of Incorporation filed on
April 13, 2000, and the full text of Section (a) of Article X, as hereby
amended, is as follows:
a) Number, Election, and Terms of Directors. The business and
affairs of the Corporation shall be managed by
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a Board of Directors, which, subject to the rights of holders of
shares of any class of series of Preferred Stock of the Corporation
then outstanding to elect additional directors under specified
circumstances, shall consist of not less than three nor more than
twenty-one persons. The exact number of directors within the minimum
and maximum limitations specified in the preceding sentence shall be
fixed from time to time by either (i) the Board of Directors pursuant
to a resolution adopted by the majority of the entire Board of
Directors, or (ii) the affirmative vote of the holders of 66-2/3% or
more of the voting power of all of the shares of the Corporation
entitled to vote generally in the election of directors voting
together as a single class. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any
incumbent director; provided, however, that the term of existing
Directors may be shortened to comply with this Article X and/or the
Texas Business Corporation Act. The directors shall be divided into
two classes as nearly equal in number as possible, with the term of
office of the first class to expire at the 2001 annual meeting of
stockholders, and the term of office of the second class to expire at
the 2002 annual meeting of stockholders, and with the members of each
class to hold office until their successors shall have been elected
and qualified. At each annual meeting of stockholders following such
initial classification and election, directors elected to succeed
those directors shall be elected for a term of office to expire at the
second succeeding annual meeting of stockholders after their election.
ARTICLE IV
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The following amendment to the Articles of Incorporation was adopted by the
Board of Directors of the Corporation on August 1, 2000 and by the shareholders
of the Corporation effective as of August 11, 2000, for the purpose of changing
the number of days of advance notice of stockholder nominations of directors
from 60 days to at least 5 days prior to the scheduled date for the next annual
meeting of stockholders. The Amendment alters Section (b) of Article X of the
Restated Articles of Incorporation filed on April 13, 2000, and the full text of
Section (b) of Article X, as hereby amended, is as follows:
b) Stockholder Nomination of Director Candidates. Advance notice of
stockholder nominations for the election of directors shall be
submitted to the Board of Directors at least five days prior to the
scheduled date for the next annual meeting of stockholders.
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ARTICLE V
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Each amendment made by these Restated Articles of Incorporation, which
amendments are set forth in Articles II through IV above, has been effected in
conformity with the provisions of the Texas Business Corporation Act.
ARTICLE VI
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This Restatement of the Articles of Incorporation of the Corporation
accurately copies the Articles of Incorporation and all amendments thereto that
are in effect to date and as further amended by these Restated Articles of
Incorporation of the Corporation and there are no other changes in any provision
thereof except that the number of directors now constituting the Board of
Directors and the names and addresses of the persons now serving as directors
have been inserted in lieu of similar information concerning the initial Board
of Directors and the names and addresses of each incorporator has been omitted
pursuant to Article 4.07 of the Texas Business Corporation Act. These restated
Articles of Incorporation and the amendments contained herein supersede the
original Articles of Incorporation and all amendments thereto.
ARTICLE VII
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The Articles of Incorporation of the Corporation as amended and
supplemented by all certificates of amendment previously issued by the Secretary
of State and as further amended by these Restated Articles of Incorporation of
the Corporation is hereby restated in its entirety as follows:
ARTICLES OF INCORPORATION
OF
RETRACTABLE TECHNOLOGIES, INC.
I, the undersigned natural person of the age of eighteen (18) years or
more, acting as an Incorporator of a corporation under the Texas Business
Corporation Act, do hereby adopt the following Articles of Incorporation for
such Corporation:
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ARTICLE I
The name of the Corporation is Retractable Technologies, Inc.
ARTICLE II
The period of its duration is perpetual.
ARTICLE III
The purpose for which the Corporation is organized is the transaction of
any or all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act.
ARTICLE IV
4.01 The aggregate number of shares which the Corporation shall have the
authority to issue is 100,000,000 shares of Common Stock, no par
value, 5,000,000 shares of Preferred Stock Class A with a par value
of One Dollar ($1.00) per share and 5,000,000 shares of Preferred
Stock Class B with a par value of One Dollar ($1.00) per share.
4.02 The Corporation is authorized to issue three classes of stock, one
designated as Common Stock, no par value, one designated as Preferred
Stock Class A, par value One Dollar ($1.00) per share, and one
designated as Preferred Stock Class B, par value One Dollar ($1.00)
per share, each as described in this Article IV above. Provided,
however, that none of the shares of Preferred Stock of either class
shall carry any voting rights for the election of Directors or for
any other matters, except where specifically designated or required
by the applicable provisions of the Texas Business Corporation Act.
4.03 The Directors shall have the authority to divide each class of the
Preferred Stock into series and to set the relative rights and
preferences as to and between series, including dividends, issuance
of Preferred Stock, redemption of such shares and the conversion of
any shares of Preferred Stock to other or common shares. Prior to the
issuance of any Preferred Stock of a series established by resolution
adopted by the Directors, the Corporation shall file with the
Secretary of State the notice required by Article 2.13 of the Texas
Business Corporation Act.
4.04 The relative rights and preferences of the shares of Preferred Stock
Class A are set forth in the Certificate of Designation, Preferences,
Rights, and Limitations of Series A Convertible Preferred Stock of
the Corporation filed on October 13, 1995, which certificate is
attached hereto and incorporated herein for all purposes as Exhibit
A.
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4.05 The relative rights and preferences of the shares of the Series I
Preferred Stock Class B are set forth in the Certificate of
Designation, Preferences, Rights, and Limitations of Class B
Convertible Preferred Stock of the Corporation filed on May 11, 1996,
which certificate is attached hereto and incorporated herein for all
purposes as Exhibit B.
4.06 The relative rights and preferences of the shares of the Series II
Preferred Stock Class B are set forth in the Certificate of
Designation, Preferences, Rights, and Limitations of Series II Class
B Convertible Preferred Stock of the Corporation filed on May 27,
1997, which certificate is attached hereto and incorporated herein
for all purposes as Exhibit C.
4.07 The relative rights and preferences of the shares of the Series III
Preferred Stock Class B are set forth in the Certificate of
Designation, Preferences, Rights, and Limitations of Series III Class
B Convertible Preferred Stock of the Corporation filed on July 29,
1998, which certificate is attached hereto and incorporated herein
for all purposes as Exhibit D.
4.08 The relative rights and preferences of the shares of the Series IV
Preferred Stock Class B are set forth in the Certificate of
Designation, Preferences, Rights, and Limitations of Series IV Class
B Convertible Preferred Stock of the Corporation filed on January 24,
2000, which certificate is attached hereto and incorporated herein
for all purposes as Exhibit E.
ARTICLE V
The Corporation will not commence business until it has received, for the
issuance of its shares, consideration of the value of One Thousand Dollars
($1,000.00), consisting of money, labor done, or property actually received. The
manner in which any exchange, reclassification, cancellation of issued shares is
as follows: The present holder of 1,000 shares of no par value common stock may
exchange such shares for 14,000,000 shares of no par value Common Stock.
ARTICLE VI
Cumulative voting is expressly prohibited.
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ARTICLE VII
The street address of its registered office is 2001 Bryan Tower, Ste. 2700,
Dallas, Texas 75201 and the name of its registered agent is Ralph S. Janvey.
ARTICLE VIII
The Directors of the Corporation shall be not less than three (3) nor more
than twenty-one (21) in number and the name and address of the directors who are
to serve until the annual meeting of year indicated or until their successors
are elected and qualified or until their term is terminated are as follows:
Director Address Term expires
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Thomas J. Shaw 511 Lobo Lane 2000
PO Box 9
Little Elm, TX 75068-0009
Steve Wisner 511 Lobo Lane 2000
PO Box 9
Little Elm, TX 75068-0009
Lillian E. Salerno 511 Lobo Lane 2000
PO Box 9
Little Elm, TX 75068-0009
Douglas W. Cowan 511 Lobo Lane 2000
PO Box 9
Little Elm, TX 75068-0009
Clarence Zierhut 511 Lobo Lane 2002
PO Box 9
Little Elm, TX 75068-0009
Marwan Saker 511 Lobo Lane 2000
PO Box 9
Little Elm, TX 75068-0009
Dr. Jimmie Shiu 511 Lobo Lane 2000
PO Box 9
Little Elm, TX 75068-0009
Edith Zagona 511 Lobo Lane 2000
PO Box 9
Little Elm, TX 75068-0009
Russell B. Kuhlman 511 Lobo Lane 2000
PO Box 9
Little Elm, TX 75068-0009
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ARTICLE IX
The name and address of the incorporator is intentionally omitted.
ARTICLE X
Corporate Governance
a) Number, Election, and Terms of Directors. The business and affairs of
the Corporation shall be managed by a Board of Directors, which,
subject to the rights of holders of shares of any class of series of
Preferred Stock of the Corporation then outstanding to elect
additional directors under specified circumstances, shall consist of
not less than three nor more than twenty-one persons. The exact number
of directors within the minimum and maximum limitations specified in
the preceding sentence shall be fixed from time to time by either (i)
the Board of Directors pursuant to a resolution adopted by the
majority of the entire Board of Directors, or (ii) the affirmative
vote of the holders of 66-2/3% or more of the voting power of all of
the shares of the Corporation entitled to vote generally in the
election of directors voting together as a single class. No decrease
in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director; provided, however, that
the term of existing Directors may be shortened to comply with this
Article X and/or the Texas Business Corporation Act. The directors
shall be divided into two classes as nearly equal in number as
possible, with the term of office of the first class to expire at the
2001 annual meeting of stockholders, and the term of office of the
second class to expire at the 2002 annual meeting of stockholders, and
with the members of each class to hold office until their successors
shall have been elected and qualified. At each annual meeting of
stockholders following such initial classification and election,
directors elected to succeed those directors shall be elected for a
term of office to expire at the second succeeding annual meeting of
stockholders after their election.
b) Stockholder Nomination of Director Candidates. Advance notice of
stockholder nominations for the election of directors shall be
submitted to the Board of Directors at least five days prior to the
scheduled date for the next annual meeting of stockholders.
c) Newly Created Directorships and Vacancies. Vacancies of generally
elected directors may be filled by a majority vote of the remaining
generally elected directors, though less than a quorum,
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or by a sole remaining generally elected director. Vacancies of
directors elected pursuant to a dividend default election by preferred
shareholders shall be filled by the remaining directors so elected or
by a sole remaining director elected by such shareholders, if any. In
the event that no directors elected pursuant to a dividend default
election remain, the vacancy may be filled by a vote of those
shareholders that originally elected the director whose office is
vacant.
d) Removal. Any director, or the entire Board of Directors, may be
removed from office at any annual or special meeting called for such
purpose, and then only for cause and only by the affirmative vote of
the holders of 66-2/3% or more of the voting power of all of the
shares of the Corporation entitled to vote in the election of such
director(s) being removed. As used herein, cause shall mean only the
following: proof that a director has been convicted of a felony,
committed a grossly negligent or willful misconduct resulting in a
material detriment to the Corporation, or committed a material breach
of his or her fiduciary duty to the Corporation resulting in a
material detriment to the Corporation.
e) Amendment, Repeal, etc. Notwithstanding anything contained in these
Articles of Incorporation to the contrary and subject to the rights of
the holders of any Preferred Stock outstanding, the affirmative vote
of the holders of 66-2/3% or more of the voting power of all of the
shares of the Corporation entitled to vote in the election of
Directors, voting together as a single class, shall be required to
alter, amend, or adopt any provision inconsistent with or repeal this
Article X or to alter, amend, adopt any provision inconsistent with or
repeal comparable sections of the Amended and Restated Bylaws of the
Corporation.
f) Call of Special Meeting to Alter Article X. Notwithstanding anything
contained in these Articles of Incorporation to the contrary, the
affirmative vote of the holders of 66-2/3% or more of the voting power
of all of the shares of the Corporation entitled to vote generally in
the election of directors, voting together as a single class, shall be
required to call a special meeting of the shareholders in order to
alter, amend, adopt any provision inconsistent with or repeal this
Article X, or to alter, amend, or adopt any provision inconsistent
with comparable sections of the Amended and Restated Bylaws.
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ARTICLE XI
The Board of Directors is hereby authorized to create and issue, whether or
not in connection with the issuance and sale of any of its stock or other
securities, rights (the "Rights") entitling the holders thereof to purchase from
the Corporation shares of capital stock or other securities. The times at which
and the terms upon which the Rights are to be issued will be determined by the
Board of Directors and set forth in the contracts or instruments that evidence
the Rights. The authority of the Board of Directors with respect to the Rights
shall include, but not be limited to, determination of the following:
a) The initial purchase price per share of the capital stock or other
securities of the Corporation to be purchased upon exercise of the
Rights.
b) Provisions relating to the times at which and the circumstances under
which the Rights may be exercised or sold or otherwise transferred,
either together with or separately from, any other securities of the
Corporation.
c) Provisions that adjust the number or exercise price of the Rights or
amount or nature of the securities or other property receivable upon
exercise of the Rights in the event of a combination, split, or
recapitalization of any capital stock of the Corporation, a change in
ownership of the Corporation's securities, or a reorganization,
merger, consolidation, sale of assets, or other occurrence relating to
the Corporation or any capital stock of the Corporation, and
provisions restricting the ability of the Corporation to enter into
any such transaction absent an assumption by the other party or
parties thereto of the obligations of the Corporation under such
Rights.
d) Provisions that deny the holder of a specified percentage of the
outstanding securities of the Corporation the right to exercise the
Rights and/or cause the Rights held by such holder to become void.
e) Provisions that permit the Corporation to redeem the Rights.
f) The appointment of a Rights agent with respect to the Rights.
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ARTICLE XII
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No holder of any shares of the Corporation shall have any preemptive right
to subscribe or acquire any additional, unissued or treasury shares of the
Corporation or any securities of the Corporation which are convertible into or
which carry a right to subscribe for or acquire shares of the Corporation.
ARTICLE VIII
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The number of shares of the Corporation that were issued and outstanding
and entitled to vote at the time of the adoption of the amendments was Fourteen
Million (14,000,000) shares of Common Stock having no par value per share.
Fourteen Million shares were voted in favor of the Restated Articles of
Incorporation as amended and no shares were voted against the Restated Articles
of Incorporation as amended.
IN WITNESS WHEREOF, Thomas J. Shaw, the President of the Corporation, has
executed these Restated Articles of Incorporation of Retractable Technologies,
Inc. effective as of the 11th day of August, 2000.
RETRACTABLE TECHNOLOGIES, INC.
BY: /s/ Thomas J. Shaw
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THOMAS J. SHAW
PRESIDENT
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