EXHIBIT 3.6
FORM 10-K
YEAR ENDED DECEMBER 31, 1998
BUCYRUS INTERNATIONAL, INC.
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
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Pursuant to Section 242 of the
General Corporation Law of the State of Delaware
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Bucyrus International, Inc., a Delaware corporation, (hereinafter,
the "Corporation), does hereby certify as follows:
FIRST: That the Board of Directors of said corporation
adopted a resolution by unanimous written consent of its directors, filed with
the minutes of the Board, proposing and declaring advisable the following
amendment to the Certificate of Incorporation of said corporation:
RESOLVED, that the Corporation's Certificate of Incorporation
shall be amended by striking out the existing Section (1) of
Article FOURTH thereof in its entirety, and substituting in lieu
thereof the following:
FOURTH: (1) The total number of shares of stock which
the Corporation shall have authority to issue is One Million Seven
Hundred Thousand (1,700,000) shares of Common Stock, par value
$0.01 per share.
SECOND: That in lieu of a meeting and vote of the
stockholders, the majority stockholder has given written consent to said
amendment in accordance with the provisions of section 228 of the General
Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of sections 242 and 228 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, Bucyrus International, Inc. has caused this
Certificate of Amendment of Restated Certificate of Incorporation to be signed
on its behalf by its undersigned President and Chief Financial Officer and
attested by its undersigned Secretary, as of this twenty-third day of December
1998.
BUCYRUS INTERNATIONAL, INC.
By: /s/Daniel J. Smoke
Daniel J. Smoke
Vice President and
Chief Financial Officer
ATTEST:
/s/Craig R. Mackus
Craig R. Mackus
Secretary
RESTATED CERTIFICATE OF INCORPORATION
OF
BUCYRUS INTERNATIONAL, INC.
FIRST: The name of the Corporation is Bucyrus International,
Inc. (hereinafter the "Corporation").
SECOND: The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its
registered agent at that address is The Corporation Trust
Company.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized
under the General Corporation Law of the State of Delaware as set
forth in Title 8 of the Delaware Code (the "GCL").
FOURTH: (1) The total number of shares of stock which the
Corporation shall have authority to issue is One Million Seven
Hundred Thousand (1,700,000) shares of Common Stock, par value
$0.01 per share.
(2) Each share of Common Stock of the Corporation
held of record on the day preceding the filing date (within the
meaning of Section 103 of the General Corporation Law of the
State of Delaware) of this Amendment with the Secretary of State
of the State of Delaware shall be and hereby is automatically
reclassified and converted, without further action, into One
Thousand Six Hundred (1,600) shares of Common Stock of the
Corporation.
FIFTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the
Corporation, and for further definition, limitation and
regulation of the powers of the Corporation and of its directors
and stockholders:
(1) The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors.
(2) The directors shall have concurrent power with the
stockholders to make, alter, amend, change, add to or repeal the
By-Laws of the Corporation.
(3) The number of directors of the Corporation shall be as
from time to time fixed by, or in the manner provided in, the By-
Laws of the Corporation. Election of officers need not be by
written ballot unless the By-Laws so provide.
(4) No director shall be personally liable to the
Corporation or any of its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the
Corporation or its stockholders; (ii) for acts or omissions not
in good faith or which involved intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the
GCL or (iv) for any transaction from which the director derived
an improper personal benefit. Any repeal or modification of this
Article FIFTH by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification
with respect to acts or omissions occurring prior to such repeal
or modification.
(5) In addition to the powers and authority hereinbefore or
by statute expressly conferred upon them, the directors are
hereby empowered to exercise all such powers and do all such acts
and things as may be exercised or done by the Corporation,
subject, nevertheless, to the provisions of the GCL, this
Restated Certificate of Incorporation, and any By-Laws adopted by
the stockholders; provided, however, that no By-Laws hereafter
adopted by the stockholders shall invalidate any prior act of the
directors which would have been valid if such By-Laws had not
been adopted.
SIXTH: Meetings of stockholders may be held within or
without the State of Delaware, as the By-Laws may provide. The
books of the Corporation may be kept (subject to any provision
contained in the GCL) outside the State of Delaware at such place
or places as may be designated from time to time by the Board of
Directors or in the By-Laws of the Corporation.
SEVENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are
granted subject to this reservation.