HWG Hallwood Grp. Incorporated

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) May 15, 2014

 

 

The Hallwood Group Incorporated

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-8303		51-0261339
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

3710 Rawlins, Suite 1500
Dallas, Texas		75219
(Address of Principal Executive Offices)		(Zip Code)

(214) 528-5588

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Introductory Note

As previously announced, on June 4, 2013, The Hallwood Group Incorporated, a Delaware corporation (the “Company”), Hallwood Financial Limited, a corporation organized under the laws of the British Virgin Islands (“Parent”), and HFL Merger Corporation, a Delaware corporation and wholly owned subsidiary of the Parent (“Merger Sub”), entered into an Agreement and Plan of Merger, as amended on July 11, 2013 and further amended on February 7, 2014 (the “Merger Agreement”). The Merger Agreement provides that Merger Sub will be merged with and into the Company (the “Merger”), at the effective time of the Merger (the “Effective Time”), whereupon the separate corporate existence of Merger Sub will cease, and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a wholly owned subsidiary of Parent.

 

Item 2.01.

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and in Items 3.03 and 5.07 of the Current Report on Form 8-K is incorporated herein by reference in response to this Item 2.01.

On May 16, 2014, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. The Merger Agreement and the transactions contemplated thereby were unanimously approved by the Company’s board of directors (other than by the Company’s Chairman of the Board, Anthony J. Gumbiner, who did not participate due to his interest in the Merger). The Company’s stockholders adopted the Merger Agreement at a special meeting of Stockholders held on May 15, 2014, both by (a) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock (defined below) entitled to vote on the adoption of the Merger Agreement, voting together as a single class, and (b) the affirmative vote of the holders of a majority of the outstanding shares of Common Stock, voting together as a single class, excluding all shares of Common Stock owned by Parent, Merger Sub, Mr. Gumbiner or any of their respective affiliates (other than the Company and its subsidiaries), or by any director, officer or other employee of the Company or any of its subsidiaries.

As a result of the Merger, each share of common stock of the Company, par value $0.10 per share (“Common Stock”), outstanding immediately prior to the Effective Time (other than certain excluded and dissenting shares of Common Stock) was automatically cancelled and converted into the right to receive $12.39 in cash, without interest (the “Merger Consideration”).

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, as amended, which was filed as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 8, 2014, and is incorporated herein by reference.

 

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and Items 2.01 and 3.03 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 3.01

In connection with the closing of the Merger on May 16, 2014, the NYSE MKT was notified that each outstanding share of Common Stock was converted into the right to receive the Merger Consideration, subject to the terms and conditions of the Merger Agreement. The Company has requested that the NYSE MKT file a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the “SEC”) with respect to the delisting of the Company’s shares of Common Stock. It is expected that the Common Stock will be delisted and removed from trading on the NYSE MKT on or about May 29, 2014.

The Company intends to file with the SEC a certification on Form 15 under the Exchange Act on May 29, 2014, requesting the deregistration of the Common Stock and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Common Stock.

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Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and in Items 2.01 and 3.01, 5.01, 5.03 and 5.07 of the Current Report on Form 8-K is incorporated herein by reference in response to this Item 3.03.

At the Effective Time, each remaining issued and outstanding share of Common Stock (other than (i) shares held by Parent, Merger Sub, the Company or any wholly owned subsidiary of the Company or held in the Company’s treasury, and (ii) shares outstanding immediately prior to the Effective Time held by a stockholder who has neither voted in favor of the Merger nor consented thereto in writing and who has demanded properly in writing appraisal for such shares and otherwise properly perfected and not withdrawn or lost the right to an appraisal of such dissenting shares pursuant to Section 262 of the General Corporation Law of the State of Delaware) was canceled and converted into the right to receive the Merger Consideration. Shares of the Company’s Common Stock held by Parent, Merger Sub, Mr. Gumbiner and any of their respective affiliates were canceled in the Merger without consideration, and the outstanding shares of Merger Sub were converted into, and constitute the only outstanding shares, of the Surviving Corporation, with the result that Parent is the sole stockholder of the Surviving Corporation after the Effective Time.

 

Item 5.01.

Changes in Control of Registrant.

The information set forth in the Introductory Note and in Items 2.01, 3.01 and 3.03 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 5.01.

As a result of the closing of the Merger on May 16, 2014, a change of control of the Company occurred. At the Effective Time, the Company became a wholly owned subsidiary of Parent. The total amount of the consideration payable in connection with the change of control transaction was approximately $6.8 million. The funds used to consummate the Merger came from working capital and personal funds of Parent and affiliates of Parent.

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and in Items 2.01 and 5.01 of the Current Report on Form 8-K is incorporated herein by reference in response to this Item 5.02.

As a result of, and as contemplated by the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time are the initial directors of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.

(b) As of the Effective Time on May 16, 2014, in accordance with the Merger Agreement, Michael R. Powers, Charles A. Crocco, Jr. and Amy H. Feldman ceased serving as members of the Company’s board of directors.

(d) On May 16, 2014, as of the Effective Time, in connection with the transactions contemplated by the Merger Agreement, Anthony J. Gumbiner and Gert Lessing became the sole members of the Surviving Corporation’s board of directors. Mr. Gumbiner served as the Chairman of the Board and Chief Executive Officer of the Company and certain of its affiliates. Mr. Lessing currently serves as a Director of Parent. At the time of the effectiveness of their respective appointments to the board of directors, Mr. Gumbiner and Mr. Lessing were also appointed to serve on the Surviving Corporation’s audit committee and compensation committee.

 

Item 5.03.

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the Effective Time, the Company’s certificate of incorporation and bylaws as in effect immediately prior to the Merger were amended and restated in their entirety. A copy of the amended and restated certificate of incorporation of the Company is attached as Exhibit 3.1 hereto and is incorporated herein by reference. A copy of the amended and restated bylaws of the Company is attached as Exhibit 3.2 hereto and is incorporated by reference herein.

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A copy of the amended and restated certificate of incorporation was filed as Exhibit A to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 8, 2014, and is incorporated herein by reference. A copy of the amended and restated bylaws of the Company is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

(a) A special meeting of the stockholders of the Company was held on May 15, 2014. At the special meeting, the stockholders were asked to consider and vote on a proposal to adopt the Merger Agreement. Below is a summary of the final voting results of that proposal.

All of the outstanding common shares voting together as a single class:

 

Voted For		%				Withheld				%				Broker Non- Votes				%
1,371,933			89.95	%			18,540				1.2	%			0				0	%

Voting by the outstanding common shares voting together as a single class, excluding all shares beneficially owned by Mr. Gumbiner, Hallwood Financial Limited and its or their affiliates or subsidiaries, or by any directors, officers or other employees of the Company and its subsidiaries:

 

Voted For		%				Withheld				%				Broker Non- Votes				%
359,962			70.14	%			18,540				3.6	%			0				0	%

This proposal is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed on April 8, 2014.

 

Item 7.01.

Regulation FD Disclosure.

On May 16, 2014 the Company issued a press release in connection with the results of the special meeting of the Company’s stockholders and announcing the closing of the Merger. The full text of the press release is attached hereto as Exhibit 99.1.

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Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.
2.1		Agreement and Plan of Merger, dated as of June 4, 2013, by and among Hallwood Financial Limited, HFL Merger Corporation, and The Hallwood Group Incorporated. Incorporated by reference to Exhibit 2.1 of The Hallwood Group Incorporated’s Current Report on Form 8-K filed on June 4, 2013, Commission File No. 001-08303.
2.2		Amendment to Agreement and Plan of Merger, dated as of July 11, 2013, among Hallwood Financial Limited, HFL Merger Corporation, and The Hallwood Group Incorporated. Incorporated by reference to Exhibit 2.1 of The Hallwood Group Incorporated’s Current Report on Form 8-K filed on July 12, 2013, Commission File No. 001-08303.
2.3		Second Amendment to Agreement and Plan of Merger, dated as of February 7, 2014, among Hallwood Financial Limited, HFL Merger Corporation, and The Hallwood Group Incorporated. Incorporated by reference to Exhibit 2.1 of The Hallwood Group Incorporated’s Current Report on Form 8-K filed on February 10, 2014, Commission File No. 001-08303.
3.1		Amended and Restated Certificate of Incorporation of The Hallwood Group Incorporated. Filed herewith.
3.2		Amended and Restated Bylaws of The Hallwood Group Incorporated. Filed herewith.
99.1		Press Release of The Hallwood Group Incorporated, dated May 16, 2014. Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 16, 2014				THE HALLWOOD GROUP INCORPORATED
				By:		/s/ Richard Kelley
						Richard Kelley, Vice-President & CFO

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EXHIBIT INDEX

 

Exhibit No.
2.1		Agreement and Plan of Merger, dated as of June 4, 2013, by and among Hallwood Financial Limited, HFL Merger Corporation, and The Hallwood Group Incorporated. Incorporated by reference to Exhibit 2.1 of The Hallwood Group Incorporated’s Current Report on Form 8-K filed on June 4, 2013, Commission File No. 001-08303.
2.2		Amendment to Agreement and Plan of Merger, dated as of July 11, 2013, among Hallwood Financial Limited, HFL Merger Corporation, and The Hallwood Group Incorporated. Incorporated by reference to Exhibit 2.1 of The Hallwood Group Incorporated’s Current Report on Form 8-K filed on July 12, 2013, Commission File No. 001-08303.
2.3		Second Amendment to Agreement and Plan of Merger, dated as of February 7, 2014, among Hallwood Financial Limited, HFL Merger Corporation, and The Hallwood Group Incorporated. Incorporated by reference to Exhibit 2.1 of The Hallwood Group Incorporated’s Current Report on Form 8-K filed on February 10, 2014, Commission File No. 001-08303.
3.1		Amended and Restated Certificate of Incorporation of The Hallwood Group Incorporated. Filed herewith.
3.2		Amended and Restated Bylaws of The Hallwood Group Incorporated. Filed herewith.
99.1		Press Release of The Hallwood Group Incorporated, dated May 16, 2014. Filed herewith.

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

THE HALLWOOD GROUP INCORPORATED

The Hallwood Group Incorporated, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

 

A.

The name of the corporation is The Hallwood Group Incorporated (the “Corporation”). A Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware on September 30, 1981 under the name Atlantic Metropolitan Corporation.

 

B.

This Amended and Restated Certificate of Incorporation (this “Restated Certificate”) was duly adopted by the Corporation’s directors and stockholders in accordance with the applicable provisions of Sections 141(f), 228, 242 and 245 of the DGCL.

 

C.

This Restated Certificate amends and restates the provisions of the Certificate of Incorporation of the Corporation, as amended through the date hereof.

 

D.

The text of the Certificate of Incorporation of the Corporation, as amended through the date hereof, is hereby amended and restated in its entirety to read as follows:

ARTICLE I

The name of the corporation is The Hallwood Group Incorporated (the “Corporation”).

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington 19801, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

SECTION 1. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

SECTION 2. The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatsoever.

ARTICLE IV

The Corporation is to have perpetual existence.

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ARTICLE V

SECTION 1. The total number of shares of all classes of stock that the Corporation shall have authority to issue is 2,000 shares, consisting of 1,000 shares of common stock, par value $0.01 per share (“Common Stock”), and 1,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”).

SECTION 2. The Board of Directors is hereby expressly authorized, by resolution or resolutions from time to time adopted, to provide, out of the unissued shares of Preferred Stock, for the issuance of the Preferred Stock in one or more classes or series. Before any shares of any such class or series are issued, the Board of Directors shall fix and state, and hereby is expressly empowered to fix, by resolution or resolutions, the designations, preferences, and relative, participating, optional or other special rights of the shares of each such series, and the qualifications, limitations or restrictions thereon, including, but not limited to, determination of any of the following:

(a) the designation of such class or series, the number of shares to constitute such class or series and the stated value thereof if different from the par value thereof;

(b) whether the shares of such class or series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may be full, special or limited, and whether the shares of such class or series shall be entitled to vote as a separate class either alone or together with the shares of one or more other classes or series of stock;

(c) the dividends, if any, payable on such class or series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, the preference or relation that such dividends shall bear to the dividends payable on any shares of stock of any other class or any other series of the same class;

(d) whether the shares of such class or series shall be subject to redemption by the Corporation at its option or at the option of the holders of such shares or upon the happening of a specified event, and, if so, the times, prices and other terms, conditions and manner of such redemption;

(e) the preferences, if any, and the amount or amounts payable upon shares of such series upon, and the rights of the holders of such class or series in, the voluntary or involuntary liquidation, dissolution or winding up, or upon any distribution of the assets, of the Corporation;

(f) whether the shares of such class or series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of such class or series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof;

 

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(g) whether the shares of such class or series shall be convertible into, or exchangeable for, at the option of either the holder or the Corporation or upon the happening of a specified event, shares of stock of any other class or any other series of the same class or any other class or classes of securities or property and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;

(h) the limitations and restrictions, if any, to be effective while any shares of such class or series are outstanding, upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Corporation of, the Common Stock or shares of stock of any other class or any other series of the same class;

(i) the conditions or restrictions, if any, upon the creation of indebtedness of the Corporation or upon the issue of any additional stock, including additional shares of such series or of any other series of the same class or of any other class; and

(j) any other powers, preferences and relative, participating, optional and other special rights, and any qualifications, limitations and restrictions thereof.

The powers, preferences and relative, participating, optional and other special rights of each class or series of Preferred Stock, and the qualifications, limitations and restrictions thereof, if any, may differ from those of any and all other classes or series at any time outstanding. All shares of any one series of Preferred Stock shall be identical in all respects with all other shares of such series, except that shares of any one series issued at different times may differ as to the dates from which dividends thereof shall be cumulative. The Board of Directors may increase the number of shares of the Preferred Stock designated for any existing class or series by a resolution adding to such class or series authorized and unissued shares of the Preferred Stock not designated for any other class or series. The Board of Directors may decrease the number of shares of Preferred Stock designated for any existing class or series by a resolution subtracting from such class or series unissued shares of the Preferred Stock designated for such class or series, and the shares so subtracted shall become authorized, unissued, and undesignated shares of the Preferred Stock.

SECTION 3. Each share of Common Stock of the Corporation shall have identical privileges in every respect. Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held of record on all matters on which stockholders generally are entitled to vote. Subject to the provisions of law and the rights of the Preferred Stock or any class or series of Preferred Stock, dividends may be paid on the Common Stock out of assets legally available for dividends, but only at such times and in such amounts as the Board of Directors shall determine and declare. Upon the dissolution, liquidation or winding up of the Corporation, after any preferential amounts to be distributed to the holders of the Preferred Stock or any class or series of Preferred Stock have been paid or declared and set apart for payment, the holders of the Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them, respectively.

 

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ARTICLE VI

SECTION 1. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Except as otherwise fixed by or pursuant to the provisions of Article V hereof relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, the number of the directors of the Corporation shall be fixed from time to time by this Certificate of Incorporation or pursuant to the Bylaws of the Corporation. The number of directors of the Corporation shall not be less than one (1) nor more than nine (9). The initial Board of Directors shall consist of three (3) members. All directors of the Corporation shall hold office until their earlier resignation or removal or until their successors are duly elected and qualified.

SECTION 2. Election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide. No holders of Common Stock of the Corporation shall have any rights to cumulate votes in the election of directors.

ARTICLE VII

In furtherance of, and not in limitation of, the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation or adopt new bylaws, without any action on the part of the stockholders; provided, however, that no such adoption, amendment, or repeal shall be valid with respect to Bylaw provisions that have been adopted, amended, or repealed by the stockholders; and further provided, that Bylaws adopted or amended by the Board of Directors and any powers thereby conferred may be amended, altered, or repealed by the stockholders.

ARTICLE VIII

SECTION 1. The Corporation shall indemnify to the fullest extent permitted by the laws of Delaware as from time to time in effect the persons who serve as officers and directors of the Corporation from time to time. The foregoing shall not be construed to limit the powers of the Board of Directors to provide any other rights of indemnity which it may deem appropriate.

SECTION 2. No director shall be personally liable to the Corporation or any stockholder of the Corporation for monetary damages for breach of fiduciary duty as a director, except for any matter in respect of which such director shall be liable under Section 174 of the DGCL or any amendment thereto or successor provision thereto or shall be liable by reason that, in addition to any and all other requirements for such liability, he or she (i) shall have breached his or her duty of loyalty to the corporation or its stockholders, (ii) shall not have acted in good faith or, in failing to act, shall not have acted in good faith, (iii) shall have acted in a manner involving intentional misconduct or a knowing violation of law or, in failing to act, shall have acted in a manner involving intentional misconduct or a knowing violation of law, or (iv) shall have derived an improper personal benefit. Neither the amendment nor repeal of this Article VIII nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VIII, shall eliminate or reduce the effect of this Article VIII in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article VIII would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

 

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SECTION 3. The Corporation may provide indemnification to employees and agents of the Corporation to the fullest extent permissible under Delaware law.

SECTION 4. To the extent that any director, officer or employee of the Corporation is, by reason of such position, or position with another entity at the request of the Corporation, a witness in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), he or she shall be indemnified against all costs and expenses actually and reasonably incurred by him or her on his or her behalf in connection therewith.

SECTION 5. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under Delaware law.

SECTION 6. The Corporation may enter into agreements with any director, officer, employee or agent of the Corporation providing for indemnification to the fullest extent permissible under Delaware law.

SECTION 7. Each and every paragraph, sentence, term and provision of this Article VIII is separate and distinct, so that if any paragraph, sentence, term or provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or unenforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Article VIII may be modified by a court of competent jurisdiction to preserve its validity and to provide the claimant with, subject to the limitations set forth in this Article VIII and any agreement between the Corporation and claimant, the broadest possible indemnification permitted under applicable law.

SECTION 8. Each of the rights conferred on directors and officers of the Corporation by Sections 1, 2 and 4 of this Article VIII and on employees or agents of the Corporation by Sections 3 and 4 of this Article VIII shall be a contract right and any repeal or amendment of the provisions of this Article VIII shall not adversely affect any right hereunder of any person existing at the time of such repeal or amendment with respect to any act or omission occurring prior to the time of such repeal or amendment and, further, shall not apply to any proceeding, irrespective of when the proceeding is initiated, arising from the service of such person prior to such repeal or amendment.

SECTION 9. The rights conferred in this Article VIII shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

SECTION 10. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers,

 

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and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article VIII with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE IX

The Corporation expressly elects not to be governed by Section 203 of the DGCL.

ARTICLE X

The stockholders of the Corporation shall not be personally liable for the debts, liabilities or obligations of the Corporation.

ARTICLE XI

The Corporation reserves the right at any time, and from time to time, to amend, add, alter, change, repeal or adopt any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights, preferences and privileges of any nature conferred upon the stockholders and directors of the Corporation or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

 

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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate to be duly executed as of this 16th day of May, 2014.

 

 

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Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

THE HALLWOOD GROUP INCORPORATED

a Delaware corporation

ARTICLE I: OFFICES

SECTION 1.1 REGISTERED OFFICE. The registered office of The Hallwood Group Incorporated (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware.

SECTION 1.2 PRINCIPAL OFFICE. The principal office for the transaction of the business of the Corporation shall be at the place, either within or without the State of Delaware, as the Board of Directors of the Corporation (the “Board”) may determine. The Board is granted full power and authority to change the principal office from one location to another.

SECTION 1.3 OTHER OFFICES. The Corporation may also have an office or offices at any other place or places, either within or without the State of Delaware, as the Board may from time to time determine or as the business of the Corporation may require.

ARTICLE II: MEETINGS OF STOCKHOLDERS

SECTION 2.1 PLACE OF MEETINGS. All annual and other meetings of stockholders shall be held either at the principal office of the Corporation or at any other place within or without the State of Delaware as may be designated by the Board. Stockholders may participate in any regular or special meeting of the stockholders by means of conference telephone or similar communications equipment pursuant to which all persons participating in the meeting of the stockholders can hear each other, and the participation shall constitute presence in person at the meeting.

SECTION 2.2 ANNUAL MEETINGS. Annual meetings of stockholders of the Corporation for the purpose of electing directors and for the transaction of any other proper business as may come before the meetings may be held at the time and place and on the date as the Board shall determine.

SECTION 2.3 SPECIAL MEETINGS. Subject to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation, special meetings of the stockholders for any purposes may be called only by the Board and may be held at the time and place and on the date as the Board shall determine.

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SECTION 2.4 NOTICE OF MEETINGS. Except as otherwise required by law, notice of each meeting of stockholders, whether annual or special, shall be given not less than 10 days nor more than 60 days before the date of the meeting to each stockholder of record entitled to vote at the meeting by delivering a typewritten or printed notice of the meeting to the stockholder personally, or by fax or electronic transmission, or by depositing the notice in the U. S. mail, in a postage prepaid envelope, directed to the stockholder at the stockholder’s post office or other address furnished by the stockholder to the Secretary of the Corporation for that purpose, or, if the stockholder shall not have furnished an address to the Secretary for that purpose, then at the stockholder’s post office address last known to the Secretary. Except as otherwise expressly required by law, no publication of any notice of a meeting of stockholders shall be required. Every notice of a meeting of stockholders shall state the place, date and hour of the meeting and, in the case of a special meeting, shall also state the purpose for which the meeting is called. Notice of any meeting of stockholders shall not be required to be given to any stockholder to whom notice may be omitted pursuant to applicable Delaware law or who shall have waived notice, and notice shall be deemed waived by any stockholder who shall attend the meeting in person or by proxy, except a stockholder who shall attend the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Except as otherwise expressly required by law, notice of any adjourned meeting of stockholders need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken.

SECTION 2.5 QUORUM. Except as otherwise required by law, the holders of record of a majority in voting interest of the shares of stock of the Corporation entitled to be voted at the meeting, present in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of stockholders of the Corporation or any adjournment thereof. Subject to the requirement of a larger percentage vote contained in the Certificate of Incorporation of the Corporation (as amended, restated or supplemented from time to time, the “Certificate of Incorporation”), these Amended and Restated Bylaws (these “Bylaws”) or by statute, the stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding any withdrawal of stockholders that may leave less than a quorum remaining, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. In the absence of a quorum at any meeting or any adjournment thereof, a majority in voting interest of the stockholders present in person or by proxy and entitled to vote at the meeting, or, in the absence of all the stockholders, any officer entitled to preside at, or to act as secretary of, the meeting may adjourn the meeting from time to time. At any adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called.

SECTION 2.6 VOTING.

(A) Each stockholder shall, at each meeting of stockholders, be entitled to vote in person or by proxy each share of the stock of the Corporation that has voting rights on the matter in question and that shall have been held by the stockholder and registered in the stockholder’s name on the books of the Corporation:

(i) on the date fixed pursuant to Section 6.5 of these Bylaws as the record date for the determination of stockholders entitled to notice of and to vote at the meeting; or

(ii) if no record date is fixed, then (a) at the close of business on the day before the notice of the meeting is given or (b) if notice of the meeting is waived, at the close of business on the day before the meeting is held.

 

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(B) Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors in any other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes. Persons holding stock of the Corporation in a fiduciary capacity shall be entitled to vote the stock. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation the pledgor shall have expressly empowered the pledgee to vote, in which case only the pledgee, or the pledgee’s proxy, may represent the stock and vote. Stock having voting power standing of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or with respect to which two or more persons have the same fiduciary relationship, shall be voted in accordance with the provisions of the Delaware General Corporation Law (the “DGCL”).

(C) Any voting rights may be exercised by the stockholder entitled thereto in person or by the stockholder’s proxy appointed by an instrument in writing, subscribed by the stockholder or by the stockholder’s attorney and delivered to the secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years from its date unless the proxy shall provide for a longer period. The attendance at any meeting of a stockholder who may have given a proxy shall not have the effect of revoking the proxy unless the stockholder shall in writing so notify the secretary of the meeting prior to the voting of the proxy. The vote at any meeting of stockholders on any question need not be by ballot, unless so directed by the chairman of the meeting. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by the stockholder’s proxy, if there is a proxy, and it shall state the number of shares voted.

(D) At any meeting of stockholders, all matters, except as otherwise provided in the Certificate of Incorporation, in these Bylaws or by law, shall be decided by the vote of a majority in voting interest of the stockholders present in person or by proxy and entitled to vote at the meeting and on the particular matter, a quorum being present.

SECTION 2.7 INSPECTORS. If at any meeting of stockholders a vote by written ballot shall be taken on any question, the chairman of the meeting may appoint an inspector or inspectors to act with respect to the vote. Each inspector so appointed shall first subscribe an oath faithfully to execute the duties of an inspector at the meeting with strict impartiality and according to the best of the inspector’s ability. The inspectors shall decide upon the qualification of the voters and shall report the number of shares represented at the meeting and entitled to vote on the question, shall conduct and accept the votes, and, when the voting is completed, shall ascertain and report the number of shares voted respectively for and against the question. Reports of inspectors shall be in writing and subscribed and delivered by them to the Secretary of the Corporation. The inspectors need not be stockholders of the Corporation, and any officer of the Corporation may be an inspector on any question other than a vote for or against a proposal in which the officer has a material interest.

SECTION 2.8 STOCKHOLDER ACTION BY WRITTEN CONSENT. Unless otherwise provided in the Certificate of Incorporation, any action that may be taken at any annual or special meeting of stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum voting power that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on the matter were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

 

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SECTION 2.9 STOCKHOLDER LISTS. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

ARTICLE III: BOARD OF DIRECTORS

SECTION 3.1 GENERAL POWERS. Subject to any requirements in the Certificate of Incorporation, these Bylaws, and of the DGCL as to action which must be authorized or approved by the stockholders, any and all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be under the direction of, the Board to the fullest extent permitted by law. Without limiting the generality of the foregoing, it is hereby expressly declared that the Board shall have the following powers:

(A) to select and remove all the officers, agents and employees of the Corporation, prescribe the powers and duties for them as may not be inconsistent with law, the Certificate of Incorporation or these Bylaws, fix their compensation, and require from them security for faithful service;

(B) to conduct, manage and control the affairs and business of the Corporation, and to make any rules and regulations for that purpose not inconsistent with law, the Certificate of Incorporation or these Bylaws, as it may deem best;

(C) to change the location of the registered office of the Corporation; to change the principal office and the principal office for the transaction of the business of the Corporation from one location to another; to designate any place within or without the State of Delaware for the holding of any meeting or meetings of stockholders; and to adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of the seal and of the certificates from time to time, and in its judgment as it may deem best, provided the seal and the certificate at all times complies with the provisions of law;

(D) to authorize the issue of shares of stock of the Corporation from time to time, upon any terms and for any considerations as may be lawful;

(E) to borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust and securities; and

 

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(F) by resolution adopted by a majority of the authorized number of directors, to designate an executive and other committees of the Board, each consisting of one or more directors, to serve at the pleasure of the Board, and to prescribe the manner in which proceedings of the committee or committees shall be conducted.

SECTION 3.2 NUMBER AND TERM OF OFFICE. The authorized number of directors of the Corporation shall be not less than one (1) nor more than nine (9). The exact number of directors shall be fixed from time to time, within the limits specified, by resolution of the Board. Directors need not be stockholders. Each of the directors of the Corporation shall hold office until the director’s successor is duly elected and qualified or until the director resigns or is removed in the manner provided in these Bylaws.

SECTION 3.3 ELECTION OF DIRECTORS. The directors shall be elected by the stockholders of the Corporation, and at each election, the persons receiving the greater number of votes, up to the number of directors then to be elected, shall be the persons then elected. The election of directors is subject to any provisions contained in the Certificate of Incorporation, including any provision granting the holders of preferred stock the right to elect directors.

SECTION 3.4 RESIGNATIONS. Any director of the Corporation may resign at any time by giving written notice to the Board or to the Secretary of the Corporation. Any resignation shall take effect at the time specified therein, or, if the time is not specified, it shall take effect immediately upon receipt; and, unless otherwise specified therein, the acceptance of the resignation shall not be necessary to make it effective.

SECTION 3.5 VACANCIES. Except as otherwise provided in the Certificate of Incorporation, any vacancy in the Board, whether because of death, resignation, disqualification, an increase in the number of directors, or any other cause, may be filled by vote of the majority of the remaining directors, although less than a quorum, or by a sole remaining director; provided, however, that whenever the holders of any class or series of shares are entitled to elect one or more directors, any vacancy or newly created directorship of any class or series may be filled by a majority of the directors elected by that class or series then in office, or by a sole remaining director so elected. Each director chosen to fill a vacancy shall hold office until the director’s successor is elected and qualifies or until the director resigns or is removed. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director’s term of office.

SECTION 3.6 PLACE OF MEETING. The Board or any committee may hold any of its meetings at any place within or without the State of Delaware as the Board or the committee may from time to time by resolution designate or as is designated by the person or persons calling the meeting or in the notice or a waiver of notice of any meeting. Directors may participate in any regular or special meeting of the Board or any committee thereof by means of conference telephone or similar communications equipment pursuant to which all persons participating in the meeting of the Board or the committee can hear each other, and the participation shall constitute presence in person at the meeting.

SECTION 3.7 REGULAR MEETINGS. Regular meetings of the Board may be held at the times as the Board shall from time to time by resolution determine. Except as provided by law, notice of regular meetings need not be given.

 

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SECTION 3.8 SPECIAL MEETINGS. Special meetings of the Board for any purpose or purposes shall be called at any time by the Chairman of the Board or President and the Chairman of the Board or President shall call a special meeting at any time upon the written request of two directors. Except as otherwise provided by law or by these Bylaws, written notice of the time and place of special meetings shall be delivered personally or by fax to each director, or sent to each director by mail or by other form of written communication, charges prepaid, addressed to the director at the director’s address as it is shown upon the records of the Corporation. In case the notice is mailed , it shall be deposited in the U.S. mail at least 72 hours prior to the time of the holding of the meeting. In case the notice is delivered personally or by fax as above provided, it shall be delivered at least 24 hours prior to the time of the holding of the meeting. The mailing, delivery or faxing as above provided shall be due, legal and personal notice to the director. Except where otherwise required by law or by these Bylaws, notice of the purpose of a special meeting need not be given. Notice of any meeting of the Board shall not be required to be given to any director who is present at the meeting, except a director who shall attend the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 3.9 QUORUM AND MANNER OF ACTING. Except as otherwise provided in these Bylaws, the Certificate of Incorporation or by applicable law, the presence of a majority of the authorized number of directors shall be required to constitute a quorum for the transaction of business at any meeting of the Board, and all matters shall be decided at any meeting, a quorum being present, by the affirmative votes of a majority of the directors present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, provided any action taken is approved by at least a majority of the required quorum for the meeting. In the absence of a quorum, a majority of directors present at any meeting may adjourn the same from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. The directors shall act only as a Board, and the individual directors shall have no power as such.

SECTION 3.10 ACTION BY CONSENT. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if consent in writing is given thereto by all members of the Board or of the committee, as the case may be, and the consent is filed with the minutes of proceedings of the Board or of the committee.

SECTION 3.11 COMPENSATION. Directors, whether or not employees of the Corporation or any of its subsidiaries, may receive an annual fee for their services as directors in an amount fixed by resolution of the Board, and, in addition, a fixed fee, with or without expenses of attendance, may be allowed by resolution of the Board for attendance at each meeting, including each meeting of a committee of the Board. The fees may be in the form of cash or other lawful consideration, including stock grants and stock options. Nothing in these Bylaws shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor.

SECTION 3.12 COMMITTEES. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any committee, to the extent provided in the resolution of the Board and subject to any restrictions or limitations on the delegation of power and authority imposed by applicable law, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the

 

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seal of the Corporation to be affixed to all papers that may require it. Any committee shall keep written minutes of its meetings and report the same to the Board at the next regular meeting of the Board. Unless the Board or these Bylaws shall otherwise prescribe the manner of proceedings of any committee, meetings of committee may be regularly scheduled in advance and may be called at any time by the chairman of the committee or by any two members; otherwise, the provisions of these Bylaws with respect to notice and conduct of meetings of the Board shall govern.

ARTICLE IV: OFFICERS

SECTION 4.1 OFFICERS. The officers of the Corporation shall be chosen by the Board and shall include a President and a Secretary.

SECTION 4.2 ELECTION. The officers of the Corporation, except any officers that are appointed or elected in accordance with the provisions of Sections 4.3 or 4.5, shall be chosen annually by the Board at its first meeting, and each officer shall hold office until the officer resigns or is removed or otherwise disqualified to serve, or until the officer’s successor is elected and qualified.

SECTION 4.3 OTHER OFFICERS. In addition, the Board also may appoint or elect any other officers as the business of the Corporation may require, each of whom shall have the authority and perform the duties as are provided in these Bylaws or as the Board may from time to time specify, and shall hold office until the officer resigns or is removed or otherwise disqualified to serve, or until the officer’s successor is elected and qualified.

SECTION 4.4 REMOVAL AND RESIGNATION. Any officer may be removed, either with or without cause, by resolution of the Board passed by a majority of the directors at the time in office, at any regular or special meeting of the Board, or except in case of an officer chosen by the Board, by any officer upon whom the power of removal may be conferred by the Board.

SECTION 4.5 VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to the office.

SECTION 4.6 CHAIRMAN OF THE BOARD. The Chairman of the Board shall, if elected as an officer and subject to the control of the Board, be the chief executive officer of the Corporation, have general supervision, direction and control of the business and affairs of the Corporation and have any other powers and duties with respect to the administration of the business and affairs of the Corporation as may from time to time be assigned to the office by the Board or as may be prescribed by these Bylaws.

SECTION 4.7 PRESIDENT. The President shall, in the absence of a Chairman of the Board acting as an officer and subject to the control of the Board, be the chief executive officer of the Corporation, have general supervision, direction and control of the business and affairs of the Corporation and have any other powers and duties with respect to the administration of the business and affairs of the Corporation as may from time to time be assigned to the office by the Board or as may be prescribed by these Bylaws. If a Chairman of the Board is elected as an officer, the President shall have the powers and duties with respect to the administration of the business and affairs of the Corporation as may from time to time be assigned to the President by the Board or the Chairman of the Board or as may be prescribed by these Bylaws.

 

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SECTION 4.10 VICE PRESIDENTS. Any Vice President, if elected, shall have the powers and perform the duties with respect to the administration of the business and affairs of the Corporation as may from time to time be assigned to that Vice President by the Board or the chief executive officer or as may be prescribed by these Bylaws. In the absence or disability of the Chairman of the Board and the President, the Vice Presidents in order of their rank as fixed by the Board, or if not ranked, the Vice President designated by the Board, shall perform all of the duties of the Chairman of the Board and the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chairman of the Board and the President.

SECTION 4.11 SECRETARY.

(A) The Secretary shall keep, or cause to be kept, at the principal office of the Corporation, or any other place as the Board may order, a book of minutes of all meetings of directors and stockholders, with the time and place of holding, whether regular or special, and if special, how authorized and the notice given, the names of those present at meetings of directors, the number of shares present or represented at meetings of stockholders, and the proceedings thereof.

(B) The Secretary shall keep, or cause to be kept, at the principal office of the Corporation’s transfer agent, a share register, or a duplicate share register, showing the name of each stockholder, the number of shares of each class held by the stockholder, the number and date of certificates issued for shares, and the number and date of cancellation of every certificate surrendered for cancellation.

(C) The Secretary shall give, or cause to be given, notice of all meetings of stockholders and of the Board required by these Bylaws or by law to be given, and shall keep the seal of the Corporation in safe custody and shall affix and attest the seal to all documents to be executed on behalf of the Corporation under its seal, and shall have any other powers and perform any other duties as may be prescribed by these Bylaws or assigned by the Board, the chief executive officer or any officer of the Corporation to whom the Secretary may report.

If for any reason the Secretary shall fail to give notice of any special meeting of the Board called by one or more of the persons identified in Section 3.8, then any of those persons may give notice of any special meeting.

SECTION 4.12 TREASURER. The Treasurer, if elected, shall receive, deposit and disburse funds belonging to the Corporation, and perform all duties that pertain to the office and that are required by the Board.

ARTICLE V: CONTRACTS, CHECKS, DRAFTS,

BANK ACCOUNTS, ETC.

SECTION 5.1 EXECUTION OF CONTRACTS. The Board, except as these Bylaws otherwise provide, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and the authority may be general or confined to specific instances; and unless so authorized by the Board or by these Bylaws, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

 

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SECTION 5.2 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by those persons and in the manner as, from time to time, shall be determined by resolution of the Board. Each officer, assistant, agent or attorney shall give a bond, if any, as the Board may require.

SECTION 5.3 DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in any banks, trust companies or other depositories as the Board may select, or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom the power shall have been delegated by the Board. For the purpose of deposit and for the purpose of collection for the account of the Corporation, the Chairman of the Board, the President, any Vice President, the Secretary and the Treasurer (or any other officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation who shall from time to time be determined by the Board) may endorse, assign and deliver checks, drafts and other orders for the payment of money which are payable to the order of the Corporation.

SECTION 5.4 GENERAL AND SPECIAL BANK ACCOUNTS. The Board may from time to time authorize the opening and keeping of general and special bank accounts with any banks, trust companies or other depositories as the Board may select or as may be selected by any officer or officers, assistant or assistants, agent or agents, or attorney or attorneys of the Corporation to whom the power is delegated by the Board. The Board may make any special rules and regulations with respect to the bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient.

ARTICLE VI: SHARES AND THEIR TRANSFER

SECTION 6.1 CERTIFICATES FOR STOCK. Every owner of stock of the Corporation shall be entitled to have a certificate or certificates, to be in the form the Board shall prescribe, certifying the number and class or series of shares of the stock of the Corporation owned by the owner. The certificates representing shares of stock shall be numbered in the order in which they are issued and shall be signed in the name of the Corporation by the Chairman of the Board, the President or any Vice President, and by the Secretary, any Assistant Secretary or the Treasurer. Any or all of the signatures on the certificates may be a facsimile. In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, any certificate, shall have ceased to be an officer, transfer agent or registrar before the certificate is issued, the certificate may nevertheless be issued by the Corporation with the same effect as though the person who signed the certificate, or whose facsimile signature is placed thereupon, were the officer, transfer agent or registrar at the date of issue. A record shall be kept of the names of the persons, firms or corporations owning the stock represented by the certificates, the number and class or series of shares represented by the certificates, and the dates of the certificates, and in case of cancellation, the respective dates of cancellation. Every certificate surrendered to the Corporation for exchange or transfer shall be canceled, and no new certificate or certificates shall be issued in exchange for any existing certificate until the existing certificate shall have been so canceled, except in cases provided for in Section 6.4.

 

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SECTION 6.2 TRANSFERS OF STOCK. Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation at the direction of the registered holder of the shares, or by the holder’s attorney authorized by a power of attorney duly executed and filed with the Secretary, or with a transfer clerk or a transfer agent appointed as provided in Section 6.3, and upon surrender of the certificate or certificates for the shares properly endorsed and the payment of all taxes due. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation. Whenever any transfer of shares shall be made for collateral security, and not absolutely, that fact shall be so expressed in the entry of transfer if, when the certificate or certificates shall be presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.

SECTION 6.3 REGULATIONS. The Board may make any rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for shares of the stock of the Corporation. It may appoint, or authorize any officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates for stock to bear the signature or signatures of any of them.

SECTION 6.4 LOST, STOLEN, DESTROYED, AND MUTILATED CERTIFICATES. In any case of loss, theft, destruction, or mutilation of any certificate of stock, another may be issued in its place upon proof of loss, theft, destruction, or mutilation and upon the giving of a bond of indemnity to the Corporation in any form and in any sum as the Board or any officer may direct; provided, however, that a new certificate may be issued without requiring any bond when, in the judgment of the Board or any officer, it is proper so to do.

SECTION 6.5 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any other change, conversion or exchange of stock or for the purpose of any other lawful action other than to consent to corporate action in writing without a meeting, the Board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 days before the date of the meeting, nor more than 60 days prior to any other action. If in any case involving the determination of stockholders for any purpose other than notice of or voting at a meeting of stockholders the Board shall not fix a record date, then the record date for determining stockholders for that purpose shall be the close of business on the day on which the Board shall adopt the resolution relating thereto. A determination of stockholders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

ARTICLE VII: INDEMNIFICATION

SECTION 7.1 SCOPE OF INDEMNIFICATION. The Corporation shall indemnify to the fullest extent permitted by the laws of Delaware, as from time to time in effect, the persons who are directors or officers of the Corporation. The foregoing shall not be construed to limit the powers of the Board to provide any other rights of indemnity which it may deem appropriate.

 

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SECTION 7.2 ADVANCES. The Corporation shall advance the expenses of any director or officer incurred in defending any action, suit or proceeding, or appeal therefrom, whether civil, criminal, administrative, investigative or otherwise, in advance of the final disposition of any action, suit or proceeding by determination of the Board that the advance is appropriate; provided the Corporation receive an undertaking by or on behalf of the Director or officer involved to repay the amount unless it is ultimately determined that the person is entitled to be indemnified by the Corporation. The expenses incurred by employees and agents may be so paid upon any terms and conditions the Board deems appropriate.

ARTICLE VIII: MISCELLANEOUS

SECTION 8.1 SEAL. The Board may adopt a corporate seal.

SECTION 8.2 NOTICES; WAIVER OF NOTICES. Except as otherwise specifically provided in these Bylaws or the Certificate of Incorporation or required by law, any notice, consent, proxy, waiver or other action required to be given to or taken by the corporation or any director, officer or stockholder may be given or taken by electronic transmission. Whenever notice is required to be given by these Bylaws or the Certificate of Incorporation, the person entitled to the notice may waive the notice in writing, either before or after the time stated therein, and the waiver shall be deemed equivalent to notice.

SECTION 8.3 AMENDMENTS. Except as otherwise provided in these Bylaws or in the Certificate of Incorporation, these Bylaws or any of them may be altered, amended, repealed or rescinded and new Bylaws may be adopted by the Board or by the stockholders at any annual or special meeting of stockholders, provided that notice of the proposed alteration, amendment, repeal, rescission or adoption is given in the notice of the meeting.

SECTION 8.4 REPRESENTATION OF OTHER CORPORATIONS. The Chairman of the Board, President, any Vice President, the Secretary or the Treasurer of the Corporation is authorized to vote, represent and exercise on behalf of the Corporation all rights incident to any and all shares or ownership interests of any other corporation or corporations, partnership or limited liability company standing in the name of the Corporation. The authority granted to the officers to vote or represent on behalf of the Corporation any and all shares held by the Corporation in any other corporation or corporations may be exercised either by the officers in person or by any person authorized so to do by proxy or power of attorney duly executed by the officers.

 

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Exhibit 99.1

The Hallwood Group Incorporated

3710 Rawlins, Suite 1500 • Dallas, Texas 75219 • 214.528.5588 • Fax: 214.393.0233

FOR IMMEDIATE RELEASE

 

Contact:

Richard Kelley, Chief Financial Officer

800.225.0135 • 214.528.5588

HALLWOOD GROUP ANNOUNCES CLOSING OF MERGER

Dallas, Texas, May 16, 2014 — The Hallwood Group Incorporated (NYSE MKT: HWG) (the “Company”) today announced that the stockholders of the Company overwhelmingly approved the merger of HFL Merger Corporation, a wholly-owned subsidiary of Hallwood Financial Limited (“HFL”), a corporation organized under the laws of the British Virgin Islands, with and into the Company (the “Merger”) at the special meeting of stockholders of the Company held on May 15, 2014.

The Merger became effective today, May 16, 2014, and pursuant to the terms and conditions set forth in the Merger Agreement, HFL Merger Corporation merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of HFL. HFL is controlled by Anthony J. Gumbiner, Chairman and Chief Executive Officer of the Company.

As a result of the Merger, each share of the Company’s common stock (“Common Stock”) held by a stockholder automatically converted into a right to receive a cash payment of $12.39 per share. The Company’s transfer agent and registrar, Computershare, will be acting as paying agent in connection with the Merger, and as such will mail to the Company’s stockholders a Letter of Transmittal for completion by stockholders owning Common Stock in certificated form in order to receive the cash merger consideration. Payment of the cash merger consideration to stockholders owning their shares in uncertificated form will be processed automatically by Computershare.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, as amended, which was filed as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2014.

On May 19, 2014, as a result of the Merger, the NYSE MKT will file a Form 25 with the SEC, pursuant to which the Common Stock will cease to trade on the NYSE MKT exchange and the Company will become eligible for delisting from the NYSE MKT exchange and termination of registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to suspend and terminate its reporting obligations under the Exchange Act by filing a Certification and Notice of Termination on Form 15 with the SEC on May 29, 2014. The Company’s obligations to file or furnish certain reports and forms with the SEC will be suspended immediately as of the filing date of the Form 15. It is expected that the Common Stock will be delisted from the NYSE MKT on or about May 29, 2014.

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements generally can be identified by the use of forward-looking terminology, such as “may,” “might”, “will,” “would,” “expect,” “intend,” “could,” “estimate,” “should,” “anticipate”, “doubt” or “believe.” The Company intends that all forward-looking statements be subject to the safe harbors created by these laws. All statements other than statements of historical information provided herein are forward-looking and may contain information about financial results, economic conditions, trends, and known uncertainties. All forward-looking statements are based on current expectations regarding important risk factors. Many of these risks and uncertainties are beyond the Company’s ability to control, and, in many cases, the Company cannot predict all of the risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Actual results could differ materially from those expressed in the forward-looking statements, and readers should not regard those statements as a representation by the Company or any other person that the results expressed in the statements will be achieved. Important risk factors that could cause results or events to differ from current expectations are described in the Company’s annual report on Form 10-K for the year ended December 31, 2013 under Item 1A –“Risk Factors”. These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the operations, performance, development and results of the Company’s business. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to release publicly the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including without limitation, changes in its business strategy or planned capital expenditures, growth plans, or to reflect the occurrence of unanticipated events, although other risks and uncertainties may be described, from time to time, in the Company’s periodic filings with the SEC.

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