SLGN » Topics » Purpose and Principal Changes

This excerpt taken from the SLGN DEF 14A filed Apr 28, 2006.

Purpose and Principal Changes

The Amended and Restated Certificate of Incorporation, among other things, increases the size of our Board of Directors from six members to seven members. If the Amended and Restated Certificate of Incorporation is approved by the stockholders at the Meeting, our Board of Directors intends to fill the vacancy resulting from such increase by electing Anthony J. Allott, our President and Chief Executive Officer, as a Class III Director. The Board of Directors believes that at least one of its members should be an executive officer of the Company. Mr. Allott’s term of office as a director would expire at the same time as the term of office would expire for our other Class III Directors in 2009. Other proposed changes in the Amended and Restated Certificate of Incorporation are being made to update information therein and to eliminate provisions regarding officers of the Company which are in the purview of the By-Laws of the Company. Specific changes include:

Article FOURTH:

 

    Amending Paragraph A to change the size of the Company’s Board of Directors from six directors to seven directors and to indicate that there will be two Class I Directors, two Class II Directors and three Class III Directors. None of the current members of the Board of Directors is an executive officer of the Company and, therefore, the Board of Directors has decided to increase its size by one director so that an executive officer can be appointed as a member of the Board of Directors.

Article FIFTH:

 

    Amending Paragraph 17 by deleting the references to The Morgan Stanley Leveraged Equity Fund II, L.P. This update to the Amended and Restated Certificate of Incorporation is being made because this reference is dated since such fund is no longer, and has not been for some time, a stockholder of the Company.

 

    Deleting former Paragraph 21 in its entirety. This update to the Amended and Restated Certificate of Incorporation is being made because the management agreement with S&H Inc. referred to in that paragraph was terminated several years ago.

Former Article SEVENTH:

 

    Deleting applicable provisions of this Article regarding officers of the Company, which are contained in the By-Laws of the Company. Generally, under applicable Delaware law, officers are appointed by directors rather than stockholders and directors prescribe the duties and powers of officers. Therefore, it is much more customary that by-laws, which can be amended by directors, contain provisions regarding officers rather than certificates of incorporation. If the Amended and Restated Certificate of Incorporation of the Company is approved by the stockholders at the Meeting, the Board of Directors intends to amend the Company’s By-Laws to reflect the Company’s current organizational structure. Such amendment to the Company’s By-Laws will (i) provide that the Chairman of the Board or Co-Chairmen of the Board may or may not be executive officers of the Company, (ii) add provisions for the officer positions of Chief Executive Officer and Chief Financial Officer and describe their duties and powers and (iii) clarify the duties of other officers of the Company.

 

22


Article EIGHTH (Former Article NINTH):

 

    Amending the definition of “Bank Financing.” This update to the Amended and Restated Certificate of Incorporation is being made to change the reference in the definition to the Company’s new Credit Agreement, dated as of June 30, 2005 as in effect from time to time rather than a prior credit agreement.
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki