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<DESCRIPTION>EXHIBIT

Exhibit 3.01

 

RESTATED

 

CERTIFICATE OF INCORPORATION

OF

PARK ELECTROCHEMICAL CORP.

 

Under Section 807 of the Business Corporation Law,

 

The undersigned, being respectively a Vice President and the Secretary of Park Electrochemical Corp., for the purposes of changing and restating the Certificate of Incorporation of Park Electrochemical Corp., pursuant to Section 807 of the Business Corporation Law of the State of New York, do hereby certify as follows:

 

1.     (a)    The  name  of  the  corporation   is   "PARK

ELECTROCHEMICAL CORP.,

 

(b)  The corporation was originally formed under the name of "Park Name Plate Inc.".

 

2.   The Certificate of Incorporation of the corporation was filed by the Department of State on the 31st day of March, 1954.

 

3.   The Certificate of Incorporation of the corporation is hereby  changed  to  effect the following changes  authorized  by paragraph (b) of Section 803 of the Business Corporation Laws.

 

(a) to change the location of the office of the Corpora tion  from the City of New York, County of New York and State  of New York, to: the County of Nassau and State of New York.

 

(b)  to  change the address to which the Secretary  of State of the State of New York in directed to mail a copy of process in any action or proceeding against the corporation which may be served upon him from: Parker, Chapin and Flattau, Esqs., 530  Fifth  Avenue, New York 10036 New  York,  to:  Park Electrochemical Corp., 5 Dakota Drive, Lake Success, New York 11042, Attention: General Counsel.

 

The text of the Certificate of Incorporation of the corpora- ion  is  hereby  restated as heretofore amended  and  as  changed hereby to read in full as set forth in Paragraph 4 hereof.

 

4.                CERTIFICATE OF INCORPORATION

OF

PARK ELECTROCHEMICAL CORP.

 

I.   The  name  of  the corporation shall be PARK ELECTROCHEMICAL

CORP.

 

II.  The purposes for which the corporation is formed are,

 

A.  To carry on the general business of manufacturing and distributing metal nameplates and decorative trim and other components and/or products and generally to do all acts and things which may be necessary or convenient to the further ance of the aforementioned purposes.

 

B.  To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the goodwill, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

 

C.  To manufacture, purchase, or otherwise acquire in any lawful manner, and to hold, own, mortgage, pledge, sell, transfer, convert, store, import, export or deal in any other manner, dispose of and to invest, trade, deal in and deal with all goods, wares, merchandise and property of every class and description.

 

D.  To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country patent rights inventions, improvements and processes, copy rights, trademarks and trade names, relating to or useful in connection with any business of this corporation.

 

E.  To acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, choses in action and evidences of indebtedness or interest issued  or  created by any corporations, joint  stock companies, syndicates, associations, partnerships, firms, trusts or persons, public or private, or by the government of  the United States of America, or by any foreign government,  or  by  any  state  territory,  province, municipality or other political subdivision or by any governmental agency, and as owner thereof, to possess and exercise all the rights do any and all acts and things necessary or advisable for the preservation, protection, improvement and enhancement in value thereof.

 

F.  To borrow, or raise moneys for any of the purposes of the corporation, and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts,bills of exchange, warrants, bonds, debentures  and  other  negotiable  or  non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon, pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its Corporate purposes.

 

To make any guarantee respecting dividends, shares of stock, bonds, debentures, contracts or other obligations to the extent that such power may be exercised by corporations organized under the Stock Corporation Law.

 

G.   To loan to any person, firm, partnership or corporation any of its surplus funds, either with or without security.

 

H.  To purchase, hold, sell and transfer the shares of its capital stock; provided it shall not use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of its capital except as otherwise permitted by law, and provided further that shares of its own capital stock belonging to it shall not be voted upon directly or indirectly.

 

I.  To have one or more offices, to carry on all or any of its operations and business and without restriction or limit as to amount to purchase or otherwise acquire, hold, own, mortgage, sell, convey or otherwise dispose of, real and personal property of every class and description in any of the states, districts, territories or colonies of the United states, and in any and all foreign countries, subject to the laws of such state, district, territory, colony or country.

 

J.  To enter into, make, perform and carry out contracts of every kind, which may be necessary for or incidental to the business of the corporation with any person, firm, corpora tion, private, public or municipal, body politic, under the government of the United States, or any territory district, protectorate, dependency or insular or other possession or acquisition of the United States, or any foreign governments so far as, and to the extent that, the same may be done and performed by a corporation organized under the Stock Corpora tion Law.

 

K.   To  do any and all things necessary, suitable, convenient or proper for, or in connection with,  or incidental to, the accomplishment of any of the purposes or the attainment of any one or more of the objects herein enumerated, or designed directly or indirectly to promote the interests of the corporation, or to enhance the value of any of its properties and in general to do any and all things and exercise any and all powers which it may now or hereafter be lawful for the corporation to do or to exercise under any of the laws of the State of New York that may now or hereafter be applicable to the corporation.

 

L.                          The      purposes and powers specified in                       the       foregoing

 

clauses  are  to  be construed both as purposes  and  powers  and shall, except where otherwise expressed be in no way limited or restricted by reference to or inference from, the terms of any other clause in this certificate of incorporation, but the purposes and powers specified in each of the foregoing clauses of this article shall be regarded as independent purposes and powers.

 

III. The aggregate number of shares which the Corporation shall have authority to issue shall consist of 15,000,000 shares of Common Stock of the par value of $.10 per share, And 500,000 shares of Preferred stock of the par value of $1 per share. The Preferred  stock  shall be issuable in series  with  such designations relative rights, preferences and limitations as may be fixed from time to time by the Board of Directors.

 

The designations, relative voting, dividend, liquidation and other right, preferences and limitations of the Preferred Stock (unless otherwise fixed by the Board of Directors) and the Common Stock are as follows:

 

1.  The shares of Preferred Stock may be divided into and issued in one or more series, and each series shall be so designated so as to distinguish the shares thereof from the shares of all other series. All shares of Preferred Stock shall be identical except in respect of particulars which may be fixed by the Board of Directors as hereinafter provided pursuant to authority which is hereby expressly vested in the Board of Directors. Each share of a series shall be identical in all respects with all other shares of such series, except as to the date from which dividends thereon shall be cumulative on any series as to which dividends are cumulative. Shares of Preferred Stock of any series which have been cancelled in any manner, including shares redeemed or reacquired by the Corporation and shares which have been converted into or exchanged for shares of any other class, or any series of the same or any other class, shall have the status of authorized but unissued shares of Preferred Stock and may be reissued as shares of the series of which they were originally a part or may be issued as shares of a new series or any other series of the same class.

 

2.  Before any shares of Preferred Stock of any series shall be issued, the Board of Directors, pursuant to authority hereby expressly vested in it, shall fix by resolution or resolutions the following provisions  in respect of the shares of each such series so far as the same are not inconsistent with the provisions of this Article III applicable to all series of Preferred Stock.

 

(a)   the distinctive designations of such series and  the  number of shares which shall constitute  such Series  which  number  may be increased  (except  where otherwise  provided  by  the  Board  of  Directors   in creating  such series) or decreased (but not below  the number of shares thereof then outstanding) from time to time by like action of the Board of Directors.

 

(b)   the  annual  rate or  amount  of  dividends payable   on  shares  of  such  series,  whether   such dividends  shall  be  cumulative or noncumulative,  the conditions  upon  which  and/or  the  dates  when  such dividends  shall  be payable and the  date  from  which dividends  on  cumulative series shall  accrue  and  be cumulative on all shares of such series issued prior to the payment date for the first dividend of such series;

 

(c)  whether such series shall be redeemable and, if  so,  the  terms and conditions of such  redemption, including  the  time or times when  and  the  price  or prices  at  which  shares  of  such  series  shall   be redeemed;

 

(d)   the rights of the shares of such series  in the event of liquidation, dissolution or winding up  of the affairs of the Corporation;

 

(e)  whether such series shall be convertible into or  exchangeable for shares of any other class, or  any series of the same or any other class, and, if so,  the terms  and  conditions thereof, including the  date  or dates  when  such shares shall be convertible  into  or exchangeable  for  shares of any other  class,  or  any series  of the same or  any other class, the  price  or prices  or  the rate or rates at which shares  of  such series shall be so convertible or exchangeable, and any adjustments  which shall be made, and the circumstances in  which any such adjustments shall be made,  in  such conversion or exchange prices or rates;

 

(f)   whether such series shall have  any  voting rights  in addition to those prescribed by law and,  if so, the terms and conditions of exercise of such voting rights; and

 

(g)   any  other  designations, relative  rights, preferences or limitations.

 

3.    (a)  So long as any shares of Preferred Stock  of any  series shall be outstanding, the Corporation  will not  declare  or pay any dividends on the Common  Stock (other  than  dividends payable  solely  in  shares  of Common  Stock) or make any distributions of  any  kind, either directly or indirectly, in respect of shares  of Common  stock,  or make any payment on account  of  the purchase,  redemption  or other acquisition  of  Common Stock,   unless   on  the  payment,   distribution   or redemption  date, as the case may be, all dividends  on the  then outstanding shares of Preferred Stock of  all series  for all past dividend periods shall  have  been paid  to the full extent of the preference, if any,  to which each series of Preferred Stock is entitled.

 

(b)  In case the Corporation shall not pay in full all  stated dividends required to be paid on all shares of   all   series  of  Preferred  Stock  at  the   time outstanding  to  the full extent of the preference,  if any,  to which each such series is entitled, the shares of all series of Preferred Stock shall share ratably in the  payment of dividends, including accumulations,  if any, in accordance with the sums which would be payable on  such shares if all dividends were declared and  aid in  full.  Accumulations of dividends  shall  not  bear interest.

 

(c)  In case the Corporation shall not pay in full all  amounts required to be paid on all shares  of  all series  of  Preferred Stock at the time outstanding  in the event of the liquidation, dissolution or winding up of  the  affairs of the Corporation, the shares of  all series  of Preferred Stock shall share ratably  in  the payment  of  all amounts payable in the event  of  such liquidation,  dissolution or winding up  in  accordance with the sums which would be payable on such shares  if all amounts payable on such liquidation, dissolution or winding up were paid in full.

 

(d)   When  dividends shall have  been  paid  (or declared  and  set aside for payment) on the  Preferred Stock to the full extent of the preference, if any,  to which the Preferred Stock is entitled, dividends on the remaining  class or classes of stock may then  be  paid out  of  the funds of the Corporation which are legally available therefor.

 

(e)  Subject to the limitations prescribed in this Article III and any further limitations which may f rom time to time be prescribed by the Board of Directors in accordance  herewith the holders of Common Stock  shall be  entitled to receive dividends on the Common  Stock, when, as and if declared by the Board of Directors  out of  the  funds  of  the Corporation which  are  legally available therefor.

 

4.   The authorized but unissued shares of Common Stock and  the  authorized but unissued shares  of  Preferred stock  may be issued for such consideration,  not  less than  the par value thereof, as may be fixed from  time to time by the Board of Directors.

 

5.    (a)   Except as otherwise determined pursuant  to authority  of  the Board of Directors  an  hereinbefore provided,  or by the Business Corporation  Law  of  the State  of  New York, all voting rights shall be  vested exclusively in the holders of the outstanding shares of Common Stock and each such holder shall be entitled  to one  vote per share for all purposes for each share  of Common Stock held of record by him.

 

(b)   Except as otherwise determined pursuant  to authority  of  the Board of Directors  as  hereinbefore provided,  or by the Business Corporation  Law  of  the State of New York, the holders of Preferred Stock shall not  be entitled to vote for any purpose nor shall they be entitled to notice of meetings of shareholders.

 

6.    The Board of Directors has authorized a series of Preferred  Stock  which series shall be  designated  as Series  A  Preferred  Stock (the  "Series  A  Preferred Stock")  and  this  number of shares constituting  such series shall be 150,000.

 

(a)  The holders of record of shares of Series  A Preferred Stock shall be entitled to receive, when,  as and  if  declared by the Board of Directors or  a  duly authorized  committee  thereof  out  of  funds  legally available  for the purpose, dividends in  cash  at  the rate  per  share  of  5%  per annum  (calculated  an  a percentage of the liquidation value per share of $100). Dividends shall be payable quarterly, on the  dates  on which  a  quarterly  dividend or  distribution  on  the Common Stock, $.10 par value per share ("Common Stock") of  the  Corporation is payable (other than a  dividend payable in Common Stock) (each such date being referred to  herein as a "Dividend Payment Date"), commencing on the   first  Dividend  Payment  Date  after  the  first issuance of a share or fraction of a share of Series  A Preferred Stock, or, if no such dividends on the Common Stock   are  payable  then  on  such  quarterly   dates designated  by  the  Board  of  Directors  or  a   duly authorized committee thereof.  To the extent the  Board of  Directors  or  a duly authorized committee  thereof does  not  declare  the  full 5%  dividend  or,  if  so declared, such dividend is not fully paid in  cash  the amount  not  so  declared or paid shall  accumulate  as provided in paragraph (b) of this Section 6.  The Board of Directors or a duly authorized committee thereof may fix  a record date for the determination of holders  of shares  of Series A Preferred Stock entitled to receive payment  of  a dividend declared thereon, which  record data  shall be not less than 10 days nor more  that  50 days prior to the date fixed for the payment thereof.

 

(b)  Dividends on the outstanding shares of Series A  Preferred Stock shall be cumulative from the date of issue  of  such shares.  Accrued dividends, whether  or not   declared,  that  are  not  paid  shall   compound quarterly at  5% per annum until the date of payment of such  dividends.   The  amounts with  respect  to  such compounding  shall  also constitute accrued  dividends. Accumulated  but unpaid dividends may be  declared  and paid  at  any  time, without  reference to any  regular Dividend  Payment Date, to holders of  record  on  such date,  not  less  than 10 days nor more  than  50  days preceding the payment date thereof, as may be fixed  by the  Board  of Directors of the Corporation or  a  duly authorized committee thereof.

 

(c)   So  long as any of the shares of  Series  A Preferred Stock are outstanding, no dividends shall  be paid or declared, nor any distribution be made, on  the Common  Stock,  or  any other security  junior  to  the Series  A   Preferred  Stock,  other  than  a  dividend payable  in common stock or such other junior security, nor  shall  any shares of Common Stock,  or  any  other security  junior  to the Series A Preferred  Stock,  be acquired  for consideration by the Corporation,  unless all  dividends on the Series A Preferred Stock for  all past  dividend dates shall have been paid and the  full dividends  thereon  for the most recent  dividend  date shall  have  been paid or declared and a sum sufficient for  the  payment thereof set apart.   Subject  to  the foregoing  provisions, dividends on  the  Common  stock (payable  in  cash,  stock or  otherwise)  as  may   be determined  by the Board of Directors may  be  declared and  paid from time to time out of the remaining  funds legally available for the payment of dividends, and the Series  A  Preferred  Stock shall not  be  entitled  to participate in any such dividends, whether  payable  in cash, stock or otherwise.

 

(d)  The holders of record of shares of Series  A Preferred  Stock shall not be entitled  to  any  voting rights, except as otherwise provided by law.

 

(e)  The Corporation may at the discrimination of a  majority of the Continuing Directors (as hereinafter defined) redeem, at any time, in whole but not in part, all  of  the shares and fractional shares of  Series  A Preferred  stock at a redemption price  of  $6,060  per whole  share,  reduced  pro  rata  for  redemptions  of fractional  shares, plus accrued and  unpaid  dividends thereon (as provided in paragraphs (a), (b) and (c)  of this  Section  6 above) to the date fixed for  optional redemption,  and adjusted if, and to the  extent  that, the  price  at  which the Series A Preferred  Stock  is issued is more or less than $6,000 per share.

 

(f)  In the event the Corporation shall redeem the shares  of  Series A Preferred Stock,  notice  of  such redemption shall be given by first class mail,  postage prepaid, mailed not less than 15 days nor more than  60 days  prior to the redemption date, to each  holder  of record  of such shares at such holder's address as  the same  appears on the stock register of the Corporation, provided  however, that no failure to mail such  notice nor any defect therein shall affect the validity of the redemption of the shares of Series A Preferred Stock to be  redeemed.   Each such notice shall state:  (i)  the redemption  date;  (ii)  the  place  or  places   where certificates  for  shares are  to  be  surrendered  for payment   of  the  redemption  price  and  (iii)   that dividends  on the shares will cease to accrue  on  such redemption date.

 

(g)  Notice having been mailed as aforesaid, from and after the redemption date (unless default shall  be made  by  the  Corporation in providing money  for  the payment of the redemption price) dividends on the share of  Series A Preferred stock shall cease to accrue  and all  rights  of the holders thereof as stockholders  of the  Corporation (except the right to receive from  the corporation  the redemption price and any  accrued  and unpaid  dividends)  shall  cease.  Upon  surrender   in accordance  with  said notice of the  certificates  for shares (properly endorsed or assigned for transfer,  if the  Continuing Directors of the Corporation  shall  so require  and  the notice shall so state),  such  shares shall  be redeemed by the Corporation at the redemption price aforesaid.

 

(h)   "Continuing Director" shall mean a member of the  Corporation's Board of Directors who was a  member of  the  Corporation's Board of Directors prior to  the time  an  Acquiring  Person  (as  hereinafter  defined) became  an  Acquiring Person, and any  successor  of  a Continuing  Director who is recommended in  writing  to succeed   a  Continuing  Director  by  a  majority   of Continuing Directors then on the Corporation's Board of Directors.

 

(i)  "Acquiring Person" shall mean any person who or  which,  together with all affiliates and associates of such person, is the Beneficial Owner (as hereinafter defined)  of 30% or more of the shares of Common  Stock then outstanding but shall not include the Corporation, any  employee  benefit plan of the Corporation  or  any person  holding shares of Common Stock  and  which  was organized  appointed or established by the  Corporation for or pursuant to the terms of any such plan.

 

(j)   A  person  shall be deemed the  "Beneficial owner"  of,  and shall be deemed to "beneficially  own" any  securities: (i) which such person or any  of  such person's  affiliates or associates  beneficially  owns, direct or indirectly; (ii) which such person or any  of such  person's  affiliates or associates  has  (A)  the right  to  acquire (whether such right  is  exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or  not  in writing) or upon the exercise of conversion rights,exchange rights, rights, warrants or  options,or otherwise Provided however. that a person shall not  be deemed  the  "Beneficial owner" of, or to "beneficially own",  securities  tendered pursuant  to  a  tender  or exchange  of  or  made by such person or  any  of  such person's  affiliates or associates until such  tendered securities  are accepted for purchase or  exchanger  or (B)  the  right  to  vote pursuant  to  any  agreement, arrangement  or  understanding  (whether  or   not   in writing), provided, however, that a person shall not be deemed  the  "Beneficial Owner" of, or to "beneficially own",  any  security  under  this  clause  (3)  if  the agreement,  arrangement or understanding to  vote  such security (1) arises solely from a revocable proxy given in  response  to a public proxy or consent solicitation made   pursuant  to,  and  in  accordance   with,   the applicable  rules  and regulations  of  the  Securities Exchange  Act of 1934, as amended, and (2) is not  also then  reportable by such person on Schedule  13D  under said  Securities  Exchange Act (or  any  comparable  or successor  report);  or  (iii) which  are  beneficially owned, directly or indirectly, by any other person with which such person or any of such person's affiliates or associates has or has had any agreement, arrangement or understanding  (whether or not  in  writing),  for  the purpose  of acquiring, holding, voting (except pursuant to  a  revocable proxy as described in  clause  (B)  of subparagraph  (ii) of this paragraph (j)) or  disposing of any securities of the Corporation.

 

(k)  Any shares of Series A Preferred Stock which shall  have been redeemed shall, after such redemption, have  the  status of authorized but unissued shares  of Preferred Stock, without designation as to series until such  shares  are once more designated  as  part  of  a particular series by the Board of Directors.

 

(l)  In the event of any voluntary or involuntary liquidation, dissolution or winding up of  the  affairs of  the CorporatIon, the holders of shares of Series  A Preferred  Stock then outstanding shall be entitled  to be  paid out of the assets of the Corporation available for  distribution to its stockholders an amount in cash equal  to the greater of (i) $100 for each whole  share outstanding, or (ii) an aggregate amount for each whole share  outstanding  equal to 100  times  the  aggregate amount  distributable per share  with  respect  to  the Common  Stock; such amount in either case to be reduced pro rata for any fractional shares outstanding, plus an amount   in  cash  equal  to  all  accrued  but  unpaid dividends thereon (as provided in paragraphs  (a),  (b) and  (c) of this Section 6 above) to the date fixed for liquidation,  dissolution  or  winding  up  before  any payment shall be made or any assets distributed to  the holders of any shares of Common Stock or to the holders of  any  shares of stock ranking junior (either  as  to dividends  or upon liquidation, dissolution or  winding up) to the Series A Preferred Stock.  If the assets  of the  Corporation are not sufficient to pay in full  the liquidation   payments  payable  to  the   holders   of outstanding  shares of series A Preferred  Stock,  than the  holders of all such shares shall share ratably  in such  distribution  of assets in  accordance  with  the amount  which would be payable on such distribution  if the  amounts to which the holders of outstanding shares of  Series A Preferred Stock are entitled were paid  in full.

 

(m)   For the purposes of this Section 6  neither the  voluntary sale, conveyance, exchange  or  transfer (for   cash,  shares  of  stock,  securities  or  other consideration) of all or substantially all the property or  assets of the Corporation nor the consolidation  or merger  of  the  Corporation with  one  or  more  other corporations  shall  be deemed  to  be  a  liquidation, dissolution  or  winding up, voluntary or  involuntary, unless  such  voluntary sale, conveyance,  exchange  or transfer  shall be in connection with a dissolution  or winding up the business of the Corporation.

 

(n)   The Series A Preferred Stock shall be  pari passu   to   all  other  series  of  the  Corporation's Preferred Stock as to the payment of dividends and  the distribution of assets, except to the extent  a  series is made junior or subordinate to the Series A Preferred Stock.

 

(o)   Each  fractional  share  of  the  Series  A Preferred  Stock  outstanding shall be  entitled  to  a ratably proportionate amount of all rights relating  to the  shares of the Series A Preferred Stock,  including dividend and voting rights. The liquidation payment  or redemption  payment  with respect  to  each  fractional share of Series A Preferred Stock shall be equal  to  a ratably proportionate amount of the liquidation payment or  redemption payment with respect to each outstanding share of Series A Preferred Stock.

 

IV.  The office of the corporation in to be located in  the County of Nassau and State of New York.

 

V.   Its duration in to be perpetual.

 

VI.   The  Board  of Directors is expressly authorized  and empowered from time to time (a) to fix, by resolution adopted by a majority of the entire Board, the number of directors which shall constitute the entire Board of Directors, such number to be not less than three (3), and (b) to amend or repeal any By-Laws or adopt any new By-Laws, but any By-Law adopted by the Board of Directors may be amended or repealed by the shareholders at any Annual Meeting or at any Special Meeting.

 

VII.  Shares  of stock in other corporations held  by  this corporation, shall be voted by such officer or officers of this corporation as the board of directors, by a majority vote shall designate for this purpose, or by a proxy thereunto duly authorized by a like vote of said board.

 

VIII. It is hereby provided, pursuant to section 74 of  the Stock Corporation Law, that this corporation shall have power to issue the whole or any part of the shares of its capital stock as partly paid stock, subject to calls thereon until the whole thereof shall have been paid in.

 

IX.                             No     contract          or      other        transaction           between          the

 

corporation  and  any  other corporation shall  be  affected,  or invalidated by the fact that any one or more of the directors of this corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporation and any director or directors, individually or jointly, may be a party or parties to, or may be interested in, any contract or transaction of this corporation or in which this corporation is interested) and no contract, act or transaction  of  this corporation with any person or persons, firm, or corporations, shall be affected, or invalidated by the fact that any director or directors of this corporation is a party, or are parties to or interested in such contract, act or transaction, or in any way connected with such person or persons, firm, association or corporation, and each and every person who may become a director of this corporation is hereby relieved from any liability that might otherwise exist from contracting with the corporation for the benefit of himself or any firm or association or corporation in which he may be anywise interested.

 

X.   No holder of either class of stock shall be entitled an of right, to purchase or subscribe for any part of unissued stock of either class, or any additional stock to be issued by reason of any increase of the authorized capital stock of the company, or any bonds, certificates of indebtedness, debentures or other securities convertible into stock of the corporation, but any such unissued stock or such additional authorized issue of now stock, or of other securities convertible into stock may be issued and disposed of pursuant to resolution of the board of directors to such persons, firms, corporations or associations and upon such terms as may be deemed advisable by the board of directors in the exercise of their discretion.

 

XI.  The corporation shall indemnify any person made a party to any action, suit or proceeding, by reason of the fact that he, his testator or intestate, is or was a directors officer or employee of the corporation, or of any firm, corporation, or association which he served an such at the request of the corpora tion, against the reasonable expenses (including attorney's fees and, to the extent permitted by law, any amount paid in a court approved settlement) actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such officer, director or employee is liable for negligence or misconduct in the performance of his duties.

 

XII.  The Secretary of State is designated as agent of  the corporation for the service of process, and directed to mail a copy of such process to the corporation at the following address: Park Electrochemical Corp., 5 Dakota Drive, Lake Success, New York 11042, Attention: General Counsel.

 

5.    The changes set forth in paragraph 3 hereof, and  the restatement of the Certificate Of Incorporation set forth in Paragraph 4 hereof, were duly authorized by the affirmative vote of the Board of Directors of the corporation at a duly convened meeting thereof held the 28th day of March, 1989.

 

IN  WITNESS WHEREOF, we, the undersigned have executed  and subscribed this certificate and do affirm the foregoing  as  true under the penalties of perjury this 28th day of March, 1989.

 

Allen Levine, Vice President

 

Harry Linzer, Secretary

CERTIFICATE OF AMENDMENT

 

of the

 

CERTIFICATE OF INCORPORATION

 

of

 

PARK ELECTROCHEMICAL CORP.

 

Under Section 805 of the Business Corporation Law

 

The  undersigned, being respectively an Executive Vice

President and the Secretary of Park Electrochemical Corp. (a corporation organized under the laws of the State of New York), Do Hereby Certify as follows:

 

(1)    The   name   of   the  Corporation   is   Park Electrochemical  Corp.  The name under which  it  was  originally incorporated is Park Name Plate Inc.

 

(2)    The  Certificate  of  Incorporation   of   the Corporation was filed by the Department of State of the State of New York on March 31, 1954.  The Restated Certificate of Incorporation of the Corporation was filed by the Department of State of the State of New York on April 10, 1989.

 

(3)  The provisions of the Certificate of Incorporation are hereby amended to increase the aggregate number of the class of shares designated Common Stock, $.10 par value per share, which the Corporation shall have authority to issue  from 15,000,000 shares to 30,000,000 shares. To effect the foregoing, the first sentence of the first paragraph of Article III of the Certificate of Incorporation which states the aggregate number of shares the Corporation shall have authority to issue is hereby amended to read as follows:

 

"The aggregate number of shares which the Corporation shall  have authority to issue shall consist  of 30,000,000 shares of Common Stock of the par value of $.10 per share, and 500,000 shares of Preferred Stock of the par value of $1 per share."

 

(4)   The  foregoing amendment to the  Certificate  of Incorporation was authorized by a majority vote of the Board of Directors of the Corporation followed by the required vote of the holders of a majority of all outstanding shares of Common Stock entitled to vote thereon at a meeting of shareholders of the Corporation duly called and held for such purpose on July 12, 1995.

 

In  Witness Whereof, the undersigned have signed  this

certificate this 12th day of July, 1995, and affirm the foregoing statements as true under the penalties of perjury.

 

                                                                                /s/ Brian E. Shore

                                                                                                       Brian E. Shore

                                                                                          Executive Vice President

 

                                                                                /s/ Allen Levine

                                                                                                         Allen Levine

                                                                                                            Secretary

 

CERTIFICATE OF AMENDMENT

 

of the

 

CERTIFICATE OF INCORPORATION

 

of

 

PARK ELECTROCHEMICAL CORP.

 

(Under Section 805 of the Business Corporation Law)

 

It is hereby certified that:

 

FIRST:                             The      name     of the Corporation               is       PARK    ELECTRO

 

CHEMICAL   CORP.     and      the name under which               the       Corporation         was

 

formed was PARK NAME PLATE INC.

 

SECOND:                             The      Certificate             of      Incorporation              of         the

 

 

Corporation was filed with the Department of State of  the  State

 

of  New  York  on  March 31, 1954.  The Restated  Certificate  of

 

Incorporation  of the Corporation was filed by the Department  of

 

State of the State of New York on April 10, 1989.

 

THIRD:                          The amendment of the Certificate of Incorporation

 

 

effected  by  this Certificate of Amendment is to  amend  certain

 

provisions  in the Certificate of Incorporation relating  to  the

 

relative rights, preferences and limitations of the shares  of  a

 

series  of  Preferred Stock, as fixed by the Board  of  Directors

 

pursuant to authority expressly vested in them in the Certificate

 

of Incorporation.

 

FOURTH:   To accomplish the foregoing amendment, Section  6

 

of  Article  IV  of  the  Certificate of Incorporation  shall  be

 

deleted and a new Section 6 shall be added to Article IV  of  the

 

Certificate of Incorporation which shall read as follows:

 

"The Board of Directors has authorized a series of Preferred Stock which series shall be designated as Series A Preferred Stock (the "Series A Preferred Stock") and the number of shares constituting such series shall be 300,000.

 

(a)     The  holders  of record of shares  of  Series  A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors or a duly authorized committee thereof out of funds legally available for the purpose, dividends in cash at the rate per share of 5% per annum (calculated as a percentage of the liquidation value per share of $100). Dividends shall be payable quarterly, on the dates on which a quarterly dividend or distribution on the Common Stock, $.10 par value per share ("Common Stock") of the Corporation is payable (other than a dividend payable in Common Stock) (each such date being referred to herein as a "Dividend Payment Date"), commencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, or, if no such dividends on the Common Stock are payable, then on such quarterly dates designated by the Board of Directors or a duly authorized committee thereof.  To the extent the Board of Directors or a duly authorized committee thereof does not declare the full 5% dividend or, if so declared, such dividend is not fully paid in cash, the amount not so declared or paid shall accumulate as provided in paragraph (b) of this Section 6. The Board of Directors or a duly authorized committee thereof may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be not less than 10 days nor more than 50 days prior to the date fixed for the payment thereof.

 

(b)     Dividends on the outstanding share of  Series  A Preferred Stock shall be cumulative from the date of issue of such shares. Accrued dividends, whether or not declared, that are not paid shall compound quarterly at 5% per annum until the date of payment of such dividends. The amounts with respect to such compounding shall also constitute accrued dividends. Accumulated but unpaid dividends may be declared and paid at any time, without reference to any regular Divided Payment Date, to holders of record on such date, not less than 10 days nor more that 50 days preceding the payment date thereof, as may be fixed by the Board of Directors of the Corporation of a duly authorized committee thereof.

 

(c)    So long as any of the shares of Series A Preferred Stock are outstanding, no dividends shall be paid or declared, nor any distribution be made, on the Common Stock, or any other security junior to the Series A Preferred Stock, other than a dividend payable in Common Stock or such other junior security, nor shall any shares of Common Stock, or any other security junior to the Series A Preferred Stock, be acquired for consideration by the Corporation, unless all dividends on the Series A Preferred Stock for all past dividend dates shall have been paid and the full dividends thereon for the most recent dividend date shall have been paid, or declared and a sum sufficient for the payment  thereof set apart.  Subject to the foregoing provisions, dividends on the Common Stock (payable in cash, stock or otherwise) as may be determined by the Board of Directors may be declared and paid from time to time out of the remaining funds legally available for the payment of dividends, and the Series A Preferred Stock shall not be entitled to participate in any such dividends, whether payable; in cash, stock or otherwise.

 

(d)     The  holders  of record of shares  of  Series  A Preferred Stock shall not be entitled to any voting  rights, except as otherwise provided by law.

 

(e)    The shares of Series A Preferred Stock shall  not be redeemable.

 

(f)     In  the  event of any voluntary  or  involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders an amount in cash equal to the greater of (i) $100 for each whole share outstanding or (ii) an aggregate amount for each whole share outstanding equal to 100 times the aggregate amount distributable per share with respect to the Common Stock; such amount in either case to be reduced pro rata for any fractional shares outstanding, plus an amount in cash equal to all accrued by unpaid dividends thereon (as provided in paragraphs (a), (b) and (c) of this Section 6 above) to the date fixed for liquidation, dissolution or winding up before any payment shall be made or any assets distributed to the holders of any shares of Common Stock or to the holders of any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock. If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the holders of outstanding shares of Series A Preferred Stock, then the holders of all such shares shall share ratably in such distribution of assets in accordance with the amount which would be payable on such distribution if the amounts to which the holders of outstanding shares of Series A Preferred Stock are entitled were paid in full.

 

(g)     For the purposes of this Section 6, neither  the voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or  substantially all the property or assets of  the Corporation  nor the consolidation or merger  of  the Corporation with one or more other corporations shall be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, unless such voluntary  sale, conveyance, exchange or transfer shall be in connection with a dissolution or winding up the business of the Corporation.

 

(h)     The Series A Preferred Stock shall be pari passu to all other series of the Corporation's Preferred Stock as to the payment of dividends and the distribution of assets, except to the extent a series is made junior or subordinate to the Series A Preferred Stock.

 

(i)     Each  fractional share of the Series A Preferred Stock outstanding shall be entitled to a ratably propor tionate amount of all rights relating to the shares of the Series A Preferred Stock, including dividend and voting rights. The liquidation payment or redemption payment with respect to each fractional share of Series A Preferred Stock shall be equal to a ratably proportionate amount of the liquidation payment or redemption payment with respect to each outstanding share of Series A Preferred Stock.

 

FIFTH:  The  foregoing amendment of the  Certificate  of

 

Incorporation of the Corporation was authorized by the  vote

 

at a meeting of the Board of Directors of the Corporation.

 

IN  WITNESS  WHEREOF, we have executed and subscribed  this

 

Certificate  and  do  affirm  the foregoing  as  true  under  the

 

penalties of perjury as of the 7th day of August, 1995.

 

                                                                                /s/ Brian E. Shore

                                                                                Brian E. Shore

                                                                                Executive Vice President

 

                                                                                /s/ Allen Levine

                                                                                Allen Levine

                                                                                Secretary

 

[exhibits-02-3.01]bd