Exhibit 3(a)
CERTIFICATE OF AMENDED
AND RESTATED
CERTIFICATE OF INCORPORATION
OF
RAYTECH CORPORATION
Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware
This Certificate of Incorporation is hereby amended and
restated for the purpose of compliance with Raytech Corporation's
Second Amended Plan of Reorganization (the "Plan of
Reorganization") as confirmed by the United States Bankruptcy
Court for the District of Connecticut in Chapter 11 Case No. 5-89-00293.
The undersigned, for purposes of amending and restating the
Certificate of Incorporation under the General Corporation Law of
the State of Delaware, certifies:
FIRST: The name of the corporation is Raytech Corporation
("Corporation").
SECOND: The address of the Corporation's registered office in
the State of Delaware is Corporation Trust Company, 1209 Orange
Street, Wilmington 19801, 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 the State of Delaware.
FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is Fifty-Five Million
(55,000,000), of which (i) Fifty Million (50,000,000) shares shall
be common stock par value $1.00 per share ("Common Stock") of which
Forty-One Million Five Hundred Twenty-Nine Thousand Eight Hundred
Forty-Eight (41,529,848) shares shall be issued pursuant to the
provisions of the Corporation's Plan of Reorganization and Eight
Million Four Hundred Seventy Thousand One Hundred Fifty-Two
(8,470,152) shares shall be authorized for future issuance, and
(ii) Five Million (5,000,000) shares shall be preferred stock, par
value $1.00 per share ("Preferred Stock").
(a) Common Stock. Except as otherwise provided by law, by
this Certificate of Incorporation or by the By-Laws of the
Corporation, as from time to time amended, the holders of
outstanding shares of Common Stock shall possess voting power for
the election of directors and for all other purposes, each holder
of record of shares of Common Stock being entitled to one vote for
each share of Common Stock standing in the holder's name on the
books of the Corporation. Except as otherwise provided by law, by
this Certificate of Incorporation or the By-Laws of the Corporation
as from time to time amended, the holders of Common Stock shall be
entitled to receive such dividends as from time to time may be
declared by the Board of Directors. Except as otherwise provided
by law, by this Certificate of Incorporation or by the By-Laws of
the Corporation as from time to time amended, in the event of any
liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, the holders of Common Stock shall be
entitled to share ratably according to the number of shares of
Common Stock held by them in all remaining assets of the
Corporation available for distribution to its stockholders.
(b) Preferred Stock: The Board of Directors may from time to
time by resolution determine the powers, designations, preferences
and relative, participating, optional or other special rights,
including voting rights, and the qualifications, limitations or
restrictions, of each class of Preferred Stock and of each series
within any such class and may increase or decrease the number of
shares within each such class or series; provided, that each share
of Preferred Stock shall be entitled to at least one vote, and
provided further, that the Board of Directors may not decrease the
number of shares within a class or series to less than the number
of shares within such class or series that are then issued and
outstanding and may not increase the number of shares within a
series above the total number of authorized shares of the
applicable class for which the powers, designations, preferences
and rights have not otherwise been set forth herein.
FIFTH: The Corporation is to have perpetual existence.
SIXTH: Except as otherwise provided in the law of the State
of Delaware, the Corporation's By-Laws or any of them may be
altered or repealed, and new By-Laws may be adopted, by the
stockholders by a majority vote at a meeting or by written consent
without a meeting, and the Board of Directors shall also have
power, by a majority vote of the whole Board of Directors, to alter
or repeal any of the Corporation's By-Laws, and to adopt new By-Laws.
SEVENTH: The entire Board of Directors shall consist of not
more than nine and not less than three directors.
On the effective date of the Consummation of the Plan of
Reorganization ("Effective Date"), each director shall be elected to
hold office until the annual meeting of stockholders held in the
following year and until his or her successor is elected and
qualified. At each succeeding annual meeting of stockholders
thereafter, or by written consent of the stockholders entitled to
vote thereon in lieu of such meeting the successors of those
directors whose terms of office are then expiring shall be elected
to hold office for a term of one year and until their respective
successors shall be elected and shall qualify. Notwithstanding the
aforesaid on the Effective Date, the initial Board of Directors
shall be constituted as follows: one director shall be appointed
by the Equity Committee (as defined in Section 1.1.42 of the Plan
of Reorganization) and the remaining directors shall all be
appointed by the Creditors' Committee (as defined in Section 1.1.27
of the Plan of Reorganization), following consultation with the
Corporation, the Future Claimants' Representative and the
Governments (all as defined in sections 1.1.27, 1.1.47 and 1.1.48,
respectively, of the Plan of Reorganization). The Director
appointed by the Equity Committee shall serve for a term of three
years from the Effective Date; provided, however, that such
Director's term will terminate earlier upon sale by the Asbestos
Personal Injury Settlement Trust (as defined in Section 1.1.64 of
the Plan of Reorganization) ("PI Trust") of its entire interest in
the stock of the Reorganized Debtor provided the purchaser or
purchasers have offered to purchase all remaining shares of the
Common Stock not held by the PI Trust at the same price and upon
the same terms and conditions as offered to the PI Trust as set
forth in section 7.11 of the Plan of Reorganization.
Any vacancies in the Board of Directors for any reason, and
any newly created directorships resulting from any increase in the
number of directors, may, except as otherwise required by law, be
filled by the Board of Directors acting by three-fourths of the
directors then in office, although less than a quorum, and any
directors so chosen shall hold office until the next election of
the class for which such directors shall have been chosen and until
their successors shall be elected and qualified. No decrease in
the number of directors shall shorten the term of any incumbent
director.
Notwithstanding any provision in this Certificate of
Incorporation to the contrary, the provisions set forth in this
Article SEVENTH may not be amended, altered, changed or repealed in
any respect, unless such action is approved by the affirmative vote
of holders of not less than three-fourths of the outstanding shares
entitled to vote thereon.
EIGHTH: Any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative (including any 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,
shall be indemnified by the Corporation, if, as and to the extent
authorized by applicable law as it exists or may hereafter be
amended, against expenses (including attorney's fees and
disbursements), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the
defense or settlement of such action, suit or proceeding. The
indemnification and advancement of expenses expressly provided by,
or granted pursuant to, the laws of the State of Delaware shall not
be deemed exclusive of any other rights to which any person seeking
indemnification or advancement of expenses may be entitled under
any By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his 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 and shall inure to the benefit of the
heirs, executors and administrators of such a person.
To the fullest extent permitted by the General Corporation Law
of the State of Delaware as the same exists or may hereafter be
amended, a director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that nothing contained in
this Article shall eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of the law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware or (iv) for any
transaction from which the director derived an improper personal
benefit.
WITNESS my signature this 18th day of April, 2001.
Albert A. Canosa
President
Attest:
LeGrande L. Young
Secretary