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Gencorp Inc, et al. – ‘S-4’ on 10/6/03 – EX-3.19

On:  Monday, 10/6/03, at 5:25pm ET   ·   Accession #:  1047469-3-32666   ·   File #s:  333-109518, -01, -02, -03, -04, -05, -06, -07, -08, -09

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/06/03  Gencorp Inc                       S-4                   36:3.5M                                   Merrill Corp/New/FA
          Aerojet Fine Chemicals LLC
          Aerojet Investments Ltd
          Aerojet-General Corp
          GDX Automotive Inc
          GDX LLC
          Gencorp Property Inc
          Penn International Inc
          Rko General Inc
          Aerojet Ordnance Tennessee Inc

Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   1.65M 
                          Business-Combination Transaction                       
 2: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,   HTML     35K 
                          Liquidation or Succession                              
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     59K 
11: EX-3.10     Articles of Incorporation/Organization or By-Laws   HTML     38K 
12: EX-3.11     Articles of Incorporation/Organization or By-Laws   HTML     21K 
13: EX-3.12     Articles of Incorporation/Organization or By-Laws   HTML     63K 
14: EX-3.13     Articles of Incorporation/Organization or By-Laws   HTML     29K 
15: EX-3.14     Articles of Incorporation/Organization or By-Laws   HTML     42K 
16: EX-3.15     Articles of Incorporation/Organization or By-Laws   HTML     17K 
17: EX-3.16     Articles of Incorporation/Organization or By-Laws   HTML     68K 
18: EX-3.17     Articles of Incorporation/Organization or By-Laws   HTML     34K 
19: EX-3.18     Articles of Incorporation/Organization or By-Laws   HTML     34K 
20: EX-3.19     Articles of Incorporation/Organization or By-Laws   HTML     63K 
21: EX-3.20     Articles of Incorporation/Organization or By-Laws   HTML     54K 
 4: EX-3.3      Articles of Incorporation/Organization or By-Laws   HTML     17K 
 5: EX-3.4      Articles of Incorporation/Organization or By-Laws   HTML     38K 
 6: EX-3.5      Articles of Incorporation/Organization or By-Laws   HTML     67K 
 7: EX-3.6      Articles of Incorporation/Organization or By-Laws   HTML     35K 
 8: EX-3.7      Articles of Incorporation/Organization or By-Laws   HTML     18K 
 9: EX-3.8      Articles of Incorporation/Organization or By-Laws   HTML     61K 
10: EX-3.9      Articles of Incorporation/Organization or By-Laws   HTML     35K 
22: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    580K 
23: EX-4.2      Instrument Defining the Rights of Security Holders  HTML    128K 
24: EX-5.1      Opinion re: Legality                                HTML     23K 
25: EX-5.2      Opinion re: Legality                                HTML     22K 
26: EX-10.1     Material Contract                                   HTML    117K 
27: EX-10.2     Material Contract                                   HTML     78K 
28: EX-12.1     Statement re: Computation of Ratios                 HTML     31K 
29: EX-23.1     Consent of Experts or Counsel                       HTML     16K 
30: EX-24.1     Power of Attorney                                   HTML     28K 
31: EX-25.1     Statement re: Eligibility of Trustee                HTML     53K 
32: EX-99.1     Miscellaneous Exhibit                               HTML     90K 
33: EX-99.2     Miscellaneous Exhibit                               HTML     34K 
34: EX-99.3     Miscellaneous Exhibit                               HTML     22K 
35: EX-99.4     Miscellaneous Exhibit                               HTML     18K 
36: EX-99.5     Miscellaneous Exhibit                               HTML     20K 


EX-3.19   —   Articles of Incorporation/Organization or By-Laws
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Exhibit 3.19
"Restated Certificate of Incorporation of Rko General, Inc
"Certificate of Incorporation of Rko General, Inc
"QuickLinks

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Exhibit 3.19


RESTATED CERTIFICATE OF INCORPORATION

OF

RKO GENERAL, INC.




RESTATED

CERTIFICATE OF INCORPORATION

OF

RKO GENERAL, INC.

(As amended to April 30, 1970)





CERTIFICATE OF INCORPORATION

OF

RKO GENERAL, INC.


        FIRST: The name of the Corporation is:

RKO GENERAL, INC.

        SECOND: The respective names of the county and of the city within the county in which the principal office and place of business of the Corporation is to be located in the State of Delaware are the County of Kent and the City of Dover. The name of the resident agent of the Corporation in charge thereof upon whom legal process against the Corporation may be served is Prentice-Hall, Inc. The street and number of said principal office and place of business and the address by street and number of said resident agent is 229 South State Street in said City of Dover.

        THIRD: The nature of the business or the objects or purposes proposed to be transacted, promoted or carried on by the Corporation are as follows:


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        FOURTH: The total number of shares of capital stock that may be issued by the Corporation is ten thousand (10,000) shares of common stock without par value. Each share of common stock issued without par value shall rank equally with all other such shares of common stock, without regard to the time at which, the consideration for which and the circumstances under which the same or the share or shares changed into the name, may be or were issued, and all such shares of common stock, or certificates therefor, whether issued in exchange for shares of stock of any other class, or certificates therefor, heretofore issued, or otherwise, shall for all purposes be and be deemed to be fully-paid and non-accessible.

        Such of the said shares as are not now outstanding may be issued by the Corporation from time to time for such consideration and upon such terms as may be fixed from time to time by the board of directors.

        If it seems desirable so to do, the board of directors may from time to time issue scrip for fractional shares of stock. Such scrip shall not confer upon the holder any voting, or other rights of a stockholder of the Corporation, but the Corporation shall from time to time, within such time as the board of directors may determine, issue one whole share of stock upon the surrender of scrip for fractional shares aggregating one whole share properly endorsed if in registered form.

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        At each meeting of the stockholders, each stockholder entitled to vote may vote in person or by proxy appointed by an instrument in writing subscribed by such stockholder or by his duly authorized attorney, and shall have one vote for each share of stock entitled to vote and registered in his name and on the date of the closing of the transfer books for such meeting, or on the date fixed by the board of directors as a record dat for the determination of stockholders entitled to vote, or, if the transfer books shall not have been closed or a record data fixed, each such stockholder shall have one vote for each share of such stock registered in his name at the time of such meeting, except that at all elections of directors of the Corporation each such stockholder shall be entitled to as many votes as shall equal the number of such shares of stock registered in his name on such date multiplied by the number of directors to be elected, and may cast all of such votes for a single director or may distribute them among the number to be voted for, or any two (2) or more of them, as such stockholder may see fit. Except where the transfer books of the Corporation shall have been closed or a date shall have been fixed as a record date for the determination of stockholders entitled to vote, no share of stock shall be voted on at any election of directors which has been transferred on the books of the Corporation within twenty (20) days next preceding such election.

        No holder of stock of the Corporation shall be entitled, as a matter of right to purchase or subscribe for any part of the unissued stock of the Corporation or any stock of the Corporation to be issued by reason of any increase of the authorized capital stock of the Corporation or bonds, certificates of indebtedness, debentures or other securities convertible into stock of the Corporation, or any stock of the Corporation purchased by the Corporation or by its nominee or nominees and all such stock, bonds, certificates of indebtedness, debentures or other securities may be disposed of by the board of directors of the Corporation to such person or persons, for such consideration, in such manner and on such terms and conditions as in their absolute judgment and discretion they see fit.

        FIFTH: The names and places of residence of the original subscribers to the capital stock and the number of shares subscribed for by each are as follows:

Name

  P.O. Address
  No. Shares of
Preferred Stock

T.L. Croteau   Wilmington, Delaware   8

M.A. Bruce

 

Wilmington, Delaware

 

1

S.E. Dill

 

Wilmington, Delaware

 

1

        SIXTH: The Corporation is to have perpetual existence.

        SEVENTH: The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.

        EIGHTH: The number of directors of the Corporation shall be fixed from time to time by the by-laws, and may be increased, or decreased, as may be provided in the by-laws. The directors of the Corporation need not be stockholders.

        NINTH: In furtherance, and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

        To make and alter the by-laws of the Corporation, to fix the amount to be reserved as working capital over and above its capital stock paid in, to authorize and cause to be executed mortgages and liens upon the real and personal property of the Corporation.

        From time to time to determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the Corporation (other than the stock ledger), or any of them, shall be open to inspection of stockholders; and no stockholder shall have any right of inspecting any account, book or document of the Corporation except as conferred by statute, unless authorized by a resolution of the stockholders or directors.

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        Pursuant to the affirmative voting of at least a majority of the stock issued and outstanding, having voting power, given at a stockholders' meeting duly called for that purpose, or when authorized by the written consent of at least a majority of the holders of the voting stock issued and outstanding, the board of directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the Corporation, including its good will and its corporate franchises, upon such terms and conditions as its board of directors deem expedient and for the best interests of the Corporation.

        The Corporation may in its by-laws confer powers upon its directors in addition to the foregoing, and in addition to the powers and authorities expressly conferred upon them by the statute.

        The stockholders and directors shall have power, if the by-laws so provide, to hold their meetings and to have one or more offices within or without the State of Delaware. The books of the Corporation, except as otherwise provided by law, may be kept at any office or offices of the Corporation, whether within or without the State of Delaware.

        TENTH: In case the Corporation enters into any contract or transacts any business with one or more of its directors or with any corporation or association of which one or more of its directors are stockholders, directors, officers or trustees, such contract or transaction shall not be invalidated, void or voidable by reason of the fact that such director or directors have or may have an interest therein which is or might be adverse to the interests of the Corporation, even though the presence of such director or directors shall be necessary at the meeting of the board or committee at which such action is considered or acted upon to make a quorum,

        1. if the fact of such participation shall be disclosed or known to the board of directors or committee and noted in the minutes, and the board or committee shall authorize, approve or rectify such contract or transaction in good faith by a vote sufficient for such purpose, without counting the vote or votes of such director or directors; or

        2. if the fact of such participation shall be disclosed or known to the shareholders and they approve or ratify such contract or transaction in good faith by a majority vote of holders of shares entitled to vote; or

        3. if the contract or transaction be, as to the Corporation, just and reasonable, at the time it was authorized and approved.

        ELEVENTH: The Corporation shall indemnify to the full extent permitted by law any person (and his heirs, legatees, executors and administrators) made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was a director, officer or employee of the Corporation or serves or served any other enterprise at the request of the Corporation.

        TWELFTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of Title B of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if

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sanctioned by the Court to which the said application has been made, be binding on all the creditors or class of creditors, and/or all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

        THIRTEENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

        It is the intention that the objects, purposes and powers specified in the third paragraph hereof shall, except where otherwise expressed in said paragraph, be nowise limited or restricted by reference to or in inference from the term of any other clause or paragraph in this certificate of incorporation, but that the objects, purposes, and powers specified in the third paragraph and each of the clauses or paragraphs of this certificate of incorporation shall be regarded as independent objects, purposes and powers.

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        WE, THE UNDERSIGNED, being each of the original subscribers to the capital stock hereinbefore named for the purpose of forming a corporation to do business both within and without the State of Delaware, and in pursuance of the General Corporation Law of the State of Delaware, being Chapter 65 of the Revised Code of Delaware, and the acts amendatory thereof and supplemental thereto, do make and file this certificate, hereby declaring and certifying that the facts herein stated are true, and do respectively agree to take the number of shares of stock hereinbefore set forth, and accordingly have hereunto set our hands and seals this 6th day of June, A.D. 1921.

        In presence of

HERBERT E. LATTER    
    T.L. CROTEAU (Seal)
     
    M.A. BRUCE (Seal)
     
    S.E. DILL (Seal)

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State of Delaware   )    
    )   ss.:
County of New Castle   )    

        Be it remembered that on this 8th day of June, A.D. 1921, personally came before me, Herbert E. Latter, a Notary Public for the State of Delaware, T.L. Croteau, M.A. Bruce and E.E. Dill, parties to the foregoing certificate of incorporation, known to me personally to be such, and severally acknowledged the said certificate to be the act and deed of the signers respectively and that the facts therein stated are truly set forth.

        Given under my hand and seal of office the day and year aforesaid.

    Herbert E. Latter,
Notary Public
Herbert E. Latter
Notary Public
Appointed Feb. 25, 1921
State of Delaware
Term Two Years
   

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        Signed and attested to on March 6, 1980.

RKO GENERAL, INC.    

/s/  
[ILLEGIBLE]      
Vice President

 

 
     
Attest:    

/s/  
[ILLEGIBLE]      
Assistant Secretary

 

 

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CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
OF
RKO GENERAL, INC.

        It is hereby certified that:

        Signed and attested to on October 31, 1989.

    /s/  HENRY P. SABATELL      
Henry P. Sabatell, Vice President
     
Attest:    
     
/s/  OLIVER J. JANNEY      
Oliver J. Janney, Secretary
   

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