|SPECTRUM BRANDS HOLDINGS, INC. filed this Form 8-K on 07/13/2018|
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
HRG GROUP, INC.
HRG GROUP, INC. (the Corporation), a corporation organized and existing under the Laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS:
ONE: The name of the Corporation is HRG GROUP, INC. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 3, 2009 under the name Harbinger Group Inc. A Certificate of Amendment to the Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 13, 2015.
TWO: This Amended and Restated Certificate of Incorporation (this Certificate), was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (as amended from time to time, the DGCL), having been (a) proposed by resolutions adopted and declared advisable by the board of directors of the Corporation, and (b) approved by the stockholders of the Corporation in accordance with the applicable provisions of Sections 242 and 245 of the DGCL, and amends and restates the Certificate of Incorporation of the Corporation (as amended) in its entirety.
THREE: Pursuant to Section 103(d) of the DGCL, this Certificate will become effective at 4:02 p.m. Eastern Time on July 13, 2018 (the time upon which this Certificate becomes effective being the Charter Amendment Effective Time).
FOUR: The Certificate of Incorporation of the Corporation (as amended) is hereby amended and restated to read as follows:
1. Name. The name of the Corporation is Spectrum Brands Holdings, Inc. (the Corporation).
2. Address; Registered Office and Agent. The address of the Corporations registered office is 251 Little Falls Drive, City of Wilmington, County of New Castle, State of Delaware 19808; and the name of its registered agent at such address is Corporation Service Company.
3. Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.
4. Reverse Stock Split; Capital Stock.
4.1 Effective immediately after the Charter Amendment Effective Time (such time immediately after the Charter Amendment Effective Time, the Reverse Split Effective Time) and without any further action by the holders of such shares, each outstanding share of Common Stock (as defined below) shall be consolidated into 0.161254880 of a validly issued, fully paid and non-assessable share of Common Stock (the Reverse Stock Split). The par value of each share of Common Stock shall not be adjusted in connection with the Reverse Stock Split.
No fractional shares of Common Stock shall be issued in the Reverse Stock Split. In the event that, as a result of the Reverse Split, a stockholder of the Corporation would hold a fractional share of Common Stock (after aggregating all fractional shares that would be held by such stockholder after giving effect to the Reverse Split), such stockholders fractional share shall be sold, and the proceeds therefrom remitted to such stockholder, as follows: As promptly as practicable following the Charter Amendment Effective Time, the Corporations existing transfer agent or another transfer agent designated by Corporation (the Transfer Agent) shall determine the aggregate number of shares of Common Stock stockholders of the Corporation comprising the fractional shares of Common Stock to be sold pursuant to this sentence (such excess shares being herein referred to as the Excess Shares). As promptly as practicable following the Charter Amendment Effective Time, the Transfer Agent, as agent for such stockholders (the Existing Corporation Holders), shall sell the Excess Shares at then-prevailing prices on the NYSE, all in the manner provided herein. The sale of the Excess Shares by the Transfer Agent shall be executed on the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds of any such sale or sales have been distributed to Existing Corporation Holders, the Transfer Agent shall hold such proceeds in trust for