AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                        WISCONSIN PHARMACAL COMPANY, INC.

 

 

                  The undersigned, John A. Wundrock and Thomas J. Bonesho,

hereby certify that they are, and at all times herein mentioned have been, the

duly elected and acting President and Secretary, respectively, of Wisconsin

Pharmacal Company, Inc., a Wisconsin corporation (the "Corporation"), and

further certify:

 

                  1. The following Amended and Restated Articles of

Incorporation of the Corporation, duly adopted pursuant to the authority and

provision of Chapter 180, Wisconsin Statutes, supersede and take the place of

the existing Articles of Incorporation and any Amendments thereto.

 

                                    ARTICLE I

 

                  The name of the Corporation is Wisconsin Pharmacal Company,

Inc.

 

                                   ARTICLE II

 

                  The purpose or purposes for which the Corporation is organized

is to engage in any lawful activity within the purposes for which corporations

may be organized under the Wisconsin Business Corporation Law, Chapter 180,

Wisconsin Statutes.

 

                                   ARTICLE III

 

                  The Corporation is authorized to engage in partnerships and

joint ventures with one or more entities, natural, corporate or otherwise.

 

                                   ARTICLE IV

 

                  The Corporation is authorized to act as guarantor or surety of

the obligations of other entities, natural, corporate or otherwise, whether or

not in furtherance of the objects, purposes, business or other activities of the

Corporation or for its benefit.

 

                                    ARTICLE V

 

                  The aggregate number of shares which the Corporation shall

have the authority to issue is 20,015,000 shares consisting of:

 

                      (a) 15,000,000 shares designated as "Common Stock"

with a par value of $.01 per share;

 

                      (b) 5,000,000 shares designated as "Class A Preferred

Stock" with a par value of $.01 per share; and

 

                      (c) 15,000 shares designated as "Class B Preferred

Stock" with a par value of $.50 per share and the relative rights, preferences

and privileges of each class shall be as follows:

 

                  1.   Class A Preferred Stock.

 

                      (a) Authority to Issue in Series. The Class A

Preferred Stock may be issued from time to time in one or more series. The Board

of Directors shall have authority to divide the Class A Preferred

Stock into one or more series, and to fix and determine by resolution or

resolutions providing for the issuance of such series the relative rights and

preferences of the shares of any series so established, but only with respect

to:

 

                               (i) the rate of dividend;

 

                               (ii) the price at and the terms and conditions on

which shares may be redeemed;

 

                               (iii) the amount payable upon shares in the event

of voluntary or involuntary liquidation;

 

                               (iv) sinking fund provisions for the redemption

or purchase of shares; and

 

                               (v) the terms and conditions on which shares may

be converted into shares of any other class or series.

 

                               Except as to the matters expressly set forth

above in this paragraph (a), as to which the Board of Directors shall have fixed

different preferences, limitations and relative rights between series of Class A

Preferred Stock, all series of Class A Preferred Stock of the Corporation,

whenever designated and issued, shall have the same preferences, limitations and

relative rights and shall rank equally, share ratably and be identical in all

respects as to all matters. All shares of any one series of Class A Preferred

Stock hereinabove authorized shall be alike in every particular, and each series

of Class A Preferred Stock shall be so designated as to distinguish therefrom

the shares of all other series and classes.

 

                           (b) Dividends. Before any dividends shall be paid or

set apart for payment upon Class B Preferred Stock or Common Stock, the holders

of Class A Preferred Stock shall be entitled to receive dividends at the rate

per annum specified by the Board of Directors, as provided in paragraph (a) of

this section 1 out of the unreserved and unrestricted earned surplus of the

Corporation or out of any net capital surplus legally available for the payment

of such dividends, when and as declared by the Board of Directors. Such

dividends shall be cumulative from the date of issuance thereof.

 

                           (c) Liquidation, Dissolution or Winding Up.

 

                               (i) In case of voluntary or involuntary

liquidation, dissolution or winding up of the Corporation, the holders of each

series of Class A Preferred Stock shall be entitled to receive out of the assets

of the Corporation in money or money's worth the amount specified by the Board

of Directors pursuant to paragraph (a) with respect to that series of Class A

Preferred Stock, plus all accrued and unpaid dividends thereon before any of

such assets shall be paid or distributed to holders of Class B Preferred Stock

or Common Stock.

 

                               (ii) In the case of the voluntary or involuntary

liquidation, dissolution or winding up of the Corporation, if the assets of the

Corporation shall be insufficient to pay the holders of all the series of Class

A Preferred Stock then outstanding the entire amounts to which they may be

entitled, the holders of each outstanding series of the Class A Preferred Stock

shall share ratably in such assets in proportion to the respective liquidation

prices.

 

                           (d) Conversion. The holder of each share of the

outstanding Class A Preferred Stock of the Corporation shall have the right

at any time on or before the date, if any, fixed for the redemption of such

shares to surrender the certificate evidencing such shares and receive, in lieu

and in conversion thereof and in lieu of any unpaid dividends theretofore

accrued, a certificate evidencing one share of Common Stock of the Corporation

for each Class A Preferred share of the Corporation so surrendered; provided,

however, that if, after the effective date of these Amended and Restated

Articles of Incorporation, there is a change in the number of shares of Common

Stock issued and outstanding on account of stock dividends, stock splits, stock

combinations or the like, the number of shares of Common Stock which a single

share of Class A Stock is convertible into shall be proportionately adjusted so

that the holder of shares of Class A Stock shall be entitled to receive the same

percentage of the issued and outstanding Common Stock the holder would have been

entitled to had the number of shares of Common Stock issued and outstanding not

been so adjusted.. The Class A Preferred shares so exchanged and converted shall

not be reissued by the Corporation.

 

                           (e) Voting Rights. Except as otherwise expressly

provided herein and except as otherwise provided by the laws of the State of

Wisconsin, every holder of Class A Preferred Stock shall be entitled at every

meeting of the shareholders to one vote for each share of Class A Preferred

Stock standing in his name on the books of the Corporation, subject to the right

of the Board of Directors to fix a record date for the determination of

shareholders entitled to notice of and to vote at such meeting and to any

provision of the By-Laws of this Corporation fixing any such record date. The

holders of the Class A Preferred Stock shall have full voting rights and powers

equal to the voting rights and powers of the holders of Common Stock and shall

vote with the holders of Common Stock together as a single class upon any

question affecting the management and affairs of this Corporation. The holders

of the Class A Preferred Stock shall have no preemptive rights and such shares

shall be fully paid and nonassessable when issued.

 

                        2. Class B Preferred Stock. The Class B Preferred

Stock (the "Class B Stock") may be issued in one series only, having the rights,

preferences and terms set out in this section 2.

 

                           (a) Dividend Provisions. The holders of shares of the

Class B Stock will be entitled to receive dividends (as defined below) together

with holders of shares of Common Stock in an amount equal to the rate of

dividend payable with respect to Common Stock determined as if their shares of

Class B Stock were converted into shares of Common Stock as provided in

paragraph (d) hereof on the record date for determining the holders of Common

Stock entitled to such dividends payable when, if and as dividends are declared

by the Board of Directors on shares of Common Stock.

 

                               For purposes of this paragraph (a) dividend

shall mean the transfer of cash or property payable other than in Common

Stock of this Corporation.

 

                           (b) Liquidation Preference.

 

                               (i) In the event of any liquidation, dissolution

or winding up of this Corporation, either voluntary or involuntary, the holders

of shares of Class B Stock shall be entitled to receive, prior and in preference

to any distribution of any of the assets of this Corporation to the holders of

the Common Stock by reason of their ownership thereof, an amount equal to the

sum of the price per share paid to the Corporation for each share of Class B

Stock then held by them plus an amount equal to any declared but unpaid

dividends on the Class B Stock held by them. Notwithstanding the fore- going,

upon the designation and issuance of any Class A Preferred Stock of the

Corporation ("Class A Stock"), the Class A Stock will have a liquidation

preference over the Class B Stock as more fully described in its designation of

terms.

 

                               (ii)

 

                                   [a]  In the event of any liquidation,

dissolution or winding up of this Corporation, either voluntary or involuntary,

if the assets thus distributed among the holders of the Class B Stock shall be

insufficient to permit the payment to such holders of the full preferential

amount, then the entire assets of this Corporation legally available for

distribution shall be distributed ratably among the holders of the Class B

Stock.

 

                                   [b] If assets remain in the Corporation after

the distributions provided for in subparagraph (i) have been fully made, the

holders of Common Stock shall be entitled to receive, prior and in preference to

any further distribution of any other of the surplus funds or assets of the

Corporation to the holders of Class B Stock by reason of their ownership

thereof, an amount equal to [i] $140 divided by [ii] fifty-four (54) (subject to

adjustment for stock dividends, stock splits, stock combinations or the like).

 

                                   [c] After the distributions have been made as

required by subparagraphs (i) and (ii) of this paragraph (b), if assets remain

in the Corporation, the holders of Class B Stock and Common Stock will share in

all such remaining assets in the same proportion as the number of shares of

Common Stock and Class B Stock (or, if greater, that number of shares of Common

Stock as would be outstanding assuming conversion of the Class B Stock into

Common Stock as provided in Section (d) hereof) then held by each of them bears

to the total number of shares of Common Stock and Class B Stock (or, if greater,

the total number of shares of Common Stock as would be outstanding assuming

conversion of the Class B Stock into Common Stock as provided in paragraph (d)

hereof) of the Corporation then issued and outstanding.

 

                           (c) Redemption. The Corporation shall not redeem all

or any part of the outstanding Class B Stock without the prior written

consent of the holder or holders thereof.

 

                           (d) Conversion. The holders of each share of the

outstanding Class B Stock shall have conversion rights as follows (the

"Conversion Rights"):

 

                               (i) Right to Convert.

 

                                   [a]  Subject to subparagraph (ii) of this

paragraph (d), each share of Class B Stock shall be convertible, at the option

of the holder thereof, at any time after the date of issuance of such share at

the office of this Corporation or any transfer agent for the Class B Stock, into

54 shares of Common Stock; provided, however, that if, after the effective date

of these Amended and Restated Articles of Incorporation, there is an increase in

the number of shares of Common Stock issued and outstanding for any reason other

than an issuance pursuant to a public offering described in subsection [b][i] of

this paragraph (d), the number of shares of Common Stock which a single share of

Class B Stock is convertible into shall be proportionately adjusted so that the

holder of shares of Class B Stock shall be entitled to receive the same

percentage of the issued and outstanding Common Stock the holder would have been

entitled to had the number of shares of Common Stock issued and outstanding not

been increased.

 

                                   [b] Each share of Class B Stock shall

automatically be converted into 54 shares of Common Stock (or the number of

shares as adjusted pursuant to subparagraph [a] above) [i] immediately upon and

simultaneous with the closing of the issuance of shares of Common Stock pursuant

to an offering to the public registered under the Securities Act of 1933, as

amended (the "Act"), covering any of the Corporation's securities (as that term

is defined under the Act, as then in effect) on a form other than S-8, or other

form applicable to employee benefit plans, for an aggregate purchase price to

the public of not less than $2,000,000; [ii] at the request of persons holding

two-thirds or more of the aggregate shares of Class B Stock then outstanding; or

[iii] immediately upon and simultaneously with the closing of any consolidation

or merger of this Corporation with or into any other corporation or corporations

(other than a wholly-owned subsidiary corporation) whereby this Corporation

shall not be the surviving corporation or a sale, conveyance or other

disposition of all or substantially all of this Corporation's property or

business. Upon automatic conversion of the Class B Stock pursuant to this

subparagraph [b], the Class B Stock shall no longer be authorized for issuance

by the Corporation and shall thereafter be cancelled. Upon such cancellation,

the Class B Stock shall no longer constitute a class of equity securities of the

Corporation.

 

                               (ii) Mechanics of Conversion. Before any holder

of Class B Stock shall be entitled to convert the same into shares of Common

Stock pursuant to subparagraph (i)[a] above, he shall surrender the certificate

or certificates therefor, duly endorsed, at the office of this Corporation or of

any transfer agent for the Class B Stock, and shall give written notice by mail,

postage prepaid, to this Corporation at its principal corporate office, of the

election to convert the same and shall state therein the name or names in which

the certificate or certificates for shares of Common Stock are to be issued.

This Corporation shall, as soon as practicable thereafter, issue and deliver at

such office to such holder of Class B Stock, or to the nominee or nominees of

such holder, a certificate or certificates for the number of shares of Common

Stock to which such holder shall be entitled as aforesaid. Such conversion shall

be deemed to have been made immediately prior to the close of business on the

date of such surrender of the shares of Class B Stock to be converted, and the

person or persons entitled to receive the shares of Common Stock issuable upon

such conversion shall be treated for all

purposes as the record holder or holders of shares of Common Stock on such date.

In the event of an automatic conversion pursuant to subparagraph (i)[b] above,

this Corporation shall notify the holders of Class B Stock of such conversion

and request the surrender of all Class B Stock certificates. New Common Stock

certificates will be issued following the procedure outlined above, however, the

conversion shall be effective as of the occurrence of the event causing the

automatic conversion notwithstanding any delay in the surrender or reissue of

certificates.

 

                               (iii) Notices of Record Date. In the event of any

taking by this Corporation of a record of the holders of any class or series of

securities for the purpose of determining the holders thereof who are entitled

to receive any dividend (other than a cash dividend) or other distribution, any

right to subscribe for, purchase or otherwise acquire any shares of stock of any

class or any other securities or property, or to receive any other right, this

Corporation shall mail to each holder of Class B Stock, at least 20 days prior

to the date specified therein, a notice specifying the date on which any such

record is to be taken for the purpose of such dividend, distribution or right,

and the amount and character of such dividend, distribution or right.

 

                               (iv) Reservation of Common Stock Issuable Upon

Conversion. This Corporation shall at all times reserve and keep available out

of its authorized but unissued shares of Common Stock solely for the purpose of

effecting the conversion of the shares of the Class B Stock such number of its

shares of Common Stock as shall from time to time be sufficient to effect the

conversion of all outstanding shares of the Class B Stock; and if, at any time,

the number of authorized but unissued shares of Common Stock shall not be

sufficient to effect the conversion of all then outstanding shares of the Class

B Stock, this Corporation will use its best efforts to take such corporate

action as may, in the opinion of its counsel, be necessary to increase its

authorized but unissued shares of Common Stock to such number of shares as shall

be sufficient for such purpose.

 

                               (v) Notices. Any notice required by the

provisions of this paragraph (d) to be given to the holders of shares of Class B

Stock shall be deemed given if deposited in the United States mail, postage

prepaid, and addressed to each holder of record at his address appearing on the

books of this corporation.

 

                           (e) Voting Rights.  Except as otherwise expressly

provided herein and except as otherwise provided by the laws of the State of

Wisconsin, every holder of Class B Preferred Stock shall be entitled at every

meeting of the shareholders to one vote for each share of Class B Preferred

Stock standing in his name on the books of the Corporation, subject to the right

of the Board of Directors to fix a record date for the determination of

shareholders entitled to notice of and to vote at such meeting and to any

provision of the By-Laws of this Corporation fixing any such record date. The

holders of the Class B Preferred Stock shall have full voting rights and powers

equal to the voting rights and powers of the holders of Common Stock and shall

vote with the holders of Common Stock together as a single class upon any

question affecting the management and affairs of this Corporation. The holders

of the Class B Stock shall have full preemptive rights, and each share of Class

B Stock shall be fully paid and nonassessable when issued.

 

                           (f) Status of Converted Stock.  In case any shares of

Class B Stock shall be converted pursuant to paragraph (d) hereof, the shares so

converted shall no longer be authorized for issuance by the Corporation.

 

                        3. Common Stock.

 

                           (a) Rank. There shall be one class of Common Stock

and the Common Stock shall rank junior to the Class A and Class B Preferred

Stock.

 

                           (b) Dividends. Subject to the rights of the holders

of Class A and Class B Preferred Stock set forth in sections 1 and 2 above and

subject to the limitations provided by law and subject to the various provisions

of the resolutions of the Board of Directors designating the relative rights,

preferences, limitations and restrictions of various series of Class A Preferred

Stock, the holders of Common Stock shall be entitled to such cash, property and

share dividends as may be declared thereon from time to time by the Board of

Directors out of any funds legally available therefor.

 

                           (c) Liquidation, Dissolution or Winding Up. Subject

to the rights of the holders of Class A and Class B Preferred Stock set forth in

sections 1 and 2 above and subject to the limitations provided by law and

subject to the various provisions of resolutions of the Board of Directors

designating the relative rights, preferences, limitations and restrictions of

various series of Class A Preferred Stock, the holders of Common Stock shall be

entitled to receive ratably all remaining assets of the Corporation in the event

of any voluntary or involuntary liquidation, dissolution or winding up of the

Corporation.

 

                           (d) Voting Rights. Except as otherwise expressly

provided herein and except as otherwise provided by the laws of the State of

Wisconsin, every holder of Common Stock shall be entitled at every meeting of

the shareholders to one vote for each share of Common Stock standing in his name

on the books of the Corporation, subject to the right of the Board of Directors

to fix a record date for the determination of shareholders entitled to notice of

and to vote at such meeting and to any provision of the By-Laws of this

Corporation fixing any such record date. The holders of shares of Common Stock

shall have no preemptive rights and such shares shall be fully paid and

nonassessable when issued.

 

                                   ARTICLE VI

 

                  The address of the registered office of the Corporation is 111

East Wisconsin Avenue, Suite 1800, Milwaukee, Wisconsin 53202 and the name of

its registered agent at such address is Subsidiary Service, Inc.

 

                                   ARTICLE VII

 

                  The number of directors of the Corporation shall be such

number as is fixed from time to time by or in the manner provided for in the

By-Laws.

 

                                  ARTICLE VIII

 

                  Except as otherwise provided with respect to the Class B

Stock, no holder of shares of the capital stock of any class of the Corporation

shall have any preemptive or preferential right of subscription to any shares of

any class of stock of the Corporation, whether now or hereafter authorized, or

to any obligation convertible into stock of the Corporation except as expressly

provided above, issued or sold, nor any right of subscription to any thereof

other than such, if any, as the Board of Directors may from time to time fix,

and any shares of stock or convertible obligations which the Corporation may

determine to offer for subscriptions to the holders of stock may, as the Board

of Directors shall determine, be offered to holders of any class of stock

exclusively or to holders of all classes of stock as the Board of Directors in

its discretion may determine.

 

                  2. The number of shares of the Corporation outstanding is

1,738,800 shares of $.01 par value Common Stock and 5,357 shares of $.50 par

value Class B Preferred Stock, all of which were entitled to vote upon the

adoption of the Amended and Restated Articles of Incorporation. The affirmative

number of votes required for adoption is 1,159,218 shares of Common Stock and

3,572 shares of Class B Preferred Stock.

 

                  3. 1,738,800 shares of Common Stock and 5,357 shares of Class

B Preferred Stock voted for adoption of the Amended and Restated Articles of

Incorporation and no shares of common stock and no shares of Class B Preferred

Stock voted against such adoption.

 

                  4. The stated capital of the Corporation is $20,066.50.

 

 

                  Executed in duplicate this 17th day of May, 1990.

 

                                               WISCONSIN PHARMACAL COMPANY, INC.

 

                                               BY /s/ John A. Wundrock

                                                  ------------------------------

                                                    John A. Wundrock, President

 

                                                 Attest:

 

                                                /s/ Thomas J. Bonesho

                                                --------------------------------

                                                   Thomas J. Bonesho, Secretary

 

 

 

                       ARTICLES OF AMENDMENT TO THE AMENDED

                     AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                        WISCONSIN PHARMACAL COMPANY, INC.

 

 

                     1. The name of the Corporation is Wisconsin Pharmacal

Company, Inc.

 

                     2. The amendment adopted relates to Article I of the

Amended and Restated Articles of Incorporation. After amendment, said Article I

shall read in its entirety as follows:

 

                                    ARTICLE I

 

                        The name of the Corporation is The Female Health

Company.

 

                     3. The foregoing amendment to the Amended and Restated

Articles of Incorporation of the Corporation was approved at a special meeting

of the Corporation's stockholders on January 18, 1996 by the affirmative vote of

holders of 5,163,323 shares of the Corporation's outstanding common stock,

representing approximately 81% of the outstanding common stock on the record

date, and was approved by the Board of Directors of the Corporation on January

__, 1996 in accordance with Wisconsin Statutes section 180.1003.

 

                     Dated this _____ day of January, 1996.

 

 

                                               WISCONSIN PHARMACAL COMPANY, INC.

 

                                                BY      /s/ O. B. Parrish

                                                    ----------------------------

                                                      Its   Chairman and Chief

                                                            Executive Officer

 

[End]