Exhibit 3.1
AMENDED AND RESTATED CHARTER
OF
THOMAS & BETTS CORPORATION
ARTICLE I.
CORPORATE NAME
The name of the corporation is Thomas & Betts Corporation.
ARTICLE II.
REGISTERED AGENT AND OFFICE
The registered agent of the corporation is C T Corporation System, and
the registered office of the corporation is at 530 Gay Street, Knoxville, County
of Knox, Tennessee 37902.
ARTICLE III.
PRINCIPAL OFFICE
The principal office of the corporation is at 8155 T&B Boulevard,
Memphis, Tennessee 38125.
ARTICLE IV.
INCORPORATORS
The incorporators are T. Kevin Dunnigan and Clyde R. Moore, 1555
Lynnfield Street, Memphis, Tennessee 38119.
ARTICLE V.
NATURE AND PURPOSES OF CORPORATION
The corporation is for profit. The purposes for which this corporation
is organized are to engage in and to do any lawful act concerning any or all
lawful business for which corporations now or at any time hereafter may be
incorporated under the Tennessee Business Corporation Act, as amended from time
to time.
ARTICLE VI.
AUTHORIZED SHARES
The corporation is authorized to issue 251,000,000 shares, consisting of
250,000,000 shares of Common Stock, $.10 par value, and 1,000,000 shares of
Preferred Stock, $.10 par value. The designations, relative rights, preferences
and limitations of the shares of each class, or the manner in which such
relative rights, preferences and limitations are determined, are as follows:
COMMON STOCK. The Common Stock shall have full voting rights and shall
entitle the holders thereof to one vote for each share of Common Stock held.
PREFERRED STOCK. Subject to the provisions hereof, the Board of Directors
is hereby expressly authorized to determine, in whole or in part, the
preferences, limitations and relative rights of the Preferred Stock as a class,
and to issue shares of Preferred Stock in series, and to fix from time to time
before issuance the number of shares to be included in each series and the
designations, relative rights, preferences and limitations of all shares of each
series. The authority of the Board of Directors with respect to each series
shall include, without limitation, the determination of any or all of the
following matters:
A. The number of shares constituting such series and the designation
thereof to distinguish the shares of such series from the shares of all other
series;
B. The dividend rate on the shares of such series and whether such
dividends shall be cumulative and, if cumulative, the date from which dividends
shall accumulate;
C. The redemption price or prices for shares of such series, if
redeemable, and the terms and conditions of such redemption;
D. The preference, if any, of shares of such series in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
corporation;
E. The voting rights, if any, of shares of such series in addition to the
voting rights prescribed by law and the terms of exercise of such voting rights;
F. The right, if any, of shares of such series to be converted into
shares of any other series or class and the terms and conditions of such
conversion;
G. The terms or amount of any sinking fund provided for the purchase or
redemption of such series; and
H. Any other relative rights, preferences and limitations of such series.
The shares of each series may vary from the shares of any other series as
to any of such matters.
SERIES A PREFERRED PARTICIPATING CUMULATIVE PREFERRED STOCK.
SECTION 1. DESIGNATION AND NUMBER OF SHARES. The shares of such series
shall be designated as "Series A Participating Cumulative Preferred Stock" (the
"Series A Preferred Stock"), and the number of shares constituting such series
shall be 300,000. Such number of shares of the Series A Preferred Stock may be
increased or decreased by resolution of the Board of Directors; PROVIDED that no
decrease shall reduce the number of shares of Series A Preferred Stock to a
number less than the number of shares then outstanding plus the number of shares
issuable upon exercise or conversion of outstanding rights, options or other
securities issued by the Corporation.
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SECTION 2. DIVIDENDS AND DISTRIBUTIONS.
(a) The holders of Series A Preferred Stock shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable on March 31, June 30,
September 30 and December 31 of each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of any share or
fraction of a share of Series A Preferred Stock, in an amount per share (rounded
to the nearest cent) equal to the greater of (i) $1.00 and (ii) subject to the
provision for adjustment hereinafter set forth, 200 times the aggregate per
share amount of all cash dividends or other distributions and 200 times the
aggregate per share amount of all non-cash dividends or other distributions
(other than (A) a dividend payable in shares of Common Stock, no par value per
share, of the Corporation (the "Common Stock") or (B) a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise)), declared
on the Common Stock since the immediately preceding Quarterly Dividend Payment
Date, or, with respect to the first Quarterly Dividend Payment Date, since the
first issuance of any share or fraction of a share of Series A Preferred Stock.
If the Corporation shall at any time after December 3, 1997 (the "Rights
Declaration Date") pay any dividend on Common Stock payable in shares of Common
Stock or effect a subdivision or combination of the outstanding shares of Common
Stock (by reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then in each such case the amount to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event
under clause 2(a)(ii) of the preceding sentence shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.
(b) The Corporation shall declare a dividend or distribution on the
Series A Preferred Stock as provided in paragraph 2(a) above immediately after
it declares a dividend or distribution on the Common Stock (other than as
described in clauses 2(a)(ii)(A) and 2(A)(ii)(B) above); PROVIDED that if no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date (or, with respect to the first Quarterly
Dividend Payment Date, the period between the first issuance of any share or
fraction of a share of Series A Preferred Stock and such first Quarterly
Dividend Payment Date), a dividend of $1.00 per share on the Series A Preferred
Stock shall nevertheless be payable on such subsequent Quarterly Dividend
Payment Date.
(d) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series A Preferred Stock, unless
the date of issue of such shares is on or before the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares shall
begin to accrue and be cumulative from the date of issue of such shares, or
unless
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the date of issue is a date after the record date for the determination of
holders of shares of Series A Preferred Stock entitled to receive a quarterly
dividend and on or before such Quarterly Dividend Payment date, in which case
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on shares of Series A Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for determination of
holders of shares of Series A Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall not be more
than 60 days prior to the date fixed for the payment thereof.
SECTION 3. VOTING RIGHTS. In addition to any other voting rights required
by law, the holders of shares of Series A Preferred Stock shall have the
following voting rights:
(a) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Preferred Stock shall entitle the holder thereof to 200 votes
on all matters submitted to a vote of shareholders of the Corporation. If the
Corporation shall at any time after the Rights Declaration Date pay any dividend
on Common Stock payable in shares of Common Stock or effect a subdivision or
combination of the outstanding shares of Common Stock (by reclassification or
otherwise) into a greater or lesser number of shares of Common Stock, then in
each such case the number of votes per share to which holders of shares of
Series A Preferred Stock were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(b) Except as otherwise provided herein or by law, the holders of shares
of Series A Preferred Stock and the holders of shares of Common Stock shall vote
together as a single class on all matters submitted to a vote of shareholders of
the Corporation.
(c) (i) If at any time dividends on any Series A Preferred Stock shall be
in arrears in an amount equal to six quarterly dividends thereon, the occurrence
of such contingency shall mark the beginning of a period (herein called a
"default period") which shall extend until such time when all accrued and unpaid
dividends for all previous quarterly dividend periods and for the current
quarterly dividend period on all shares of Series A Preferred Stock then
outstanding shall have been declared and paid or set apart for payment. During
each default period, all holders of Preferred Stock and any other series of
Preferred Stock then entitled as a class to elect directors, voting together as
a single class, irrespective of series, shall have the right to elect two
Directors.
(ii) During any default period, such voting right of the holders
of Series A Preferred Stock may be exercised initially at a special meeting
called pursuant to subparagraph 3(c)(iii) hereof or at any annual meeting of
shareholders, and thereafter at annual meetings of shareholders, PROVIDED that
neither such voting right nor the right of the holders of any other
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series of Preferred Stock, if any, to increase, in certain cases, the authorized
number of Directors shall be exercised unless the holders of 10% in number of
shares of Preferred Stock outstanding shall be present in person or by proxy.
The absence of a quorum of holders of Common Stock shall not affect the exercise
by holders of Preferred Stock of such voting right. At any meeting at which
holders of Preferred Stock shall exercise such voting right initially during an
existing default period, they shall have the right, voting as a class, to elect
Directors to fill such vacancies, if any, in the Board of Directors as may then
exist up to two Directors or, if such right is exercised at an annual meeting,
to elect two Directors. If the number which may be so elected any special
meeting does not amount to the required number, the holders of the Preferred
Stock shall have the right to make such increase in the number of Directors as
shall be necessary to permit the election by them of the required number. After
the holders of the Preferred Stock shall have exercise their right to elect
Directors in any default period and during the continuance of such period, the
number of Directors shall not be increased or decreased except by vote of the
holders of Preferred Stock as herein provided or pursuant to the rights of any
equity securities ranking senior to or PARI PASSU with the Series A Preferred
Stock.
(iii) Unless the holders of Preferred Stock shall, during an
existing default period, have previously exercised their right to elect
Directors, the Board of Directors may order, or any shareholder or shareholders
owning in the aggregate not less than 10% of the total number of shares of
Preferred Stock outstanding, irrespective of series, may request, the calling of
a special meeting of holders of Preferred Stock, which meeting shall thereupon
be called by the President, a Vice President or the Secretary of the
Corporation. Notice of such meeting and of any annual meeting at which holders
of Preferred Stock are entitled to vote pursuant to this paragraph 3(c)(iii)
shall be given to each holder of record of Preferred Stock by mailing a copy of
such notice to him or her at his or her last address as the same appears on the
books of the Corporation. Such meeting shall be called for a time not earlier
than 20 days and not later than 60 days after such order or request or in
default of the calling of such meeting within 60 days after such order or
request, such meeting may be called on similar notice by any shareholder or
shareholders owning in the aggregate not less than 10% of the total number of
shares of Preferred Stock outstanding, irrespective of series. Notwithstanding
the provisions of this paragraph 3(c)(iii), no such special meeting shall be
called during the period within 60 days immediately preceding the date fixed for
the next annual meeting of shareholders.
(iv) In any default period, the holders of Common Stock, and
other classes of stock of the Corporation if applicable, shall continue to be
entitled to elect the whole number of Directors until the holders of Preferred
Stock shall have exercised their right to elect two Directors voting as a class,
after the exercise of which right (x) the Directors so elected by the holders of
Preferred Stock shall continue in office until their successors shall have been
elected by such holders or until the expiration of the default period, and (y)
any vacancy in the Board of Directors may (except as provided in paragraph
3(c)(ii) hereof) be filled by vote of a majority of the remaining Directors
theretofore elected by the holders of the class of stock which elected the
Director whose office shall have become vacant. References in this paragraph
3(c) to Directors elected by the holders of a particular class of stock shall
include Directors elected by such Directors to fill vacancies as provided in
clause (y) of the foregoing sentence.
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(v) Immediately upon the expiration of a default period, (x)
the right of the holders of Preferred Stock as a class to elect Directors shall
cease, (y) the term of any Directors elected by the holders of Preferred Stock
as a class shall terminate, and (z) the number of Directors shall be such number
as may be provided for in the charter or bylaws irrespective of any increase
made pursuant to the provisions of paragraph 3(c)(ii) hereof (such number being
subject, however, to change thereafter in any manner provided by law or in the
charter or bylaws). Any vacancies in the Board of Directors effected by the
provisions of clauses (y) and (z) in the preceding sentence may be filled by a
majority of the remaining Directors.
(d) The Charter of the Corporation shall not be amended in any manner
(whether by merger or otherwise) so as to adversely affect the powers,
preferences or special rights of the Series A Preferred Stock without the
affirmative vote of the holders of a majority of the outstanding shares of
Series A Preferred Stock, voting separately as a class.
(e) Except as otherwise provided herein, holders of Series A Preferred
Stock shall have no special voting rights, and their consent shall not be
required for taking any corporate action.
SECTION 4. CERTAIN RESTRICTIONS.
(a) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on outstanding shares of Series A Preferred Stock shall have
been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions
on, any shares of stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding up) to the Series
A Preferred Stock;
(ii) declare or pay dividends on, or make any other distributions
on, any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, except dividends paid
ratably on the Series A Preferred Stock and all such other
parity stock on which dividends are payable or in arrears
in proportion to the total amounts to which the holders of
all such shares are then entitled;
(iii) redeem, purchase or otherwise acquire for value any shares of
stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A
Preferred Stock; PROVIDED that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such
junior stock in exchange for shares of stock of the
Corporation ranking junior (as to dividends and upon
dissolution, liquidation or winding up) to the Series A
Preferred Stock; or
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(iv) redeem, purchase or otherwise acquire for value any shares of
Series A Preferred Stock, or any shares of stock ranking on a
parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred Stock,
except in accordance with a purchase offer made in writing or
by publication (as determined by the Board of Directors) to
all holders of Series A Preferred Stock and all such other
parity stock upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series
and classes, shall determine in good faith will result in fair
and equitable treatment among the respective series or
classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for value any shares of stock of the Corporation
unless the Corporation could, under paragraph 4(a), purchase or otherwise
acquire such shares at such time and in such manner.
SECTION 5. REACQUIRED SHARES. Any shares of Series A Preferred Stock
redeemed, purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock without designation as to series and may be
reissued as a part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors as permitted by the Charter
or as otherwise permitted under Tennessee Law.
SECTION 6. LIQUIDATION, DISSOLUTION AND WINDING UP. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made (1)
to the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock unless,
prior thereto, the holders of share of Series A Preferred Stock shall have
received $1.00 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment;
PROVIDED that the holders of shares of Series A Preferred Stock shall be
entitled to receive an aggregate amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 200 times the aggregate amount to be
distributed per share to holders of Common Stock, or (2) to the holders of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except distributions made ratably
on the Series A Preferred Stock and all such other parity stock in proportion to
the total amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. If the Corporation shall at any time
after the Rights Declaration Date pay any dividend on Common Stock payable in
shares of Common Stock or effect a subdivision or combination of the outstanding
shares of Common Stock (by reclassification or otherwise) into a greater or
lesser number of shares of Common Stock, then in each such case the aggregate
amount to which holders of shares of Series A Preferred Stock were entitled
immediately prior to such
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event under the provision clause (1) of the preceding sentence shall be adjusted
by multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
SECTION 7. CONSOLIDATION, MERGER, ETC. If the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash or any other property, then in any such case the shares of
Series A Preferred Stock shall at the same time be similarly exchanged for or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 200 times the aggregate amount of stock,
securities, cash or any other property, as the case may be, into which or for
which each share of Common Stock is changed or exchanged. If the Corporation
shall at any time after the Rights Declaration Date pay any dividend on Common
Stock payable in shares of Common Stock or effect a subdivision or combination
of the outstanding shares of Common Stock (by reclassification or otherwise)
into a greater or lesser number of shares of Common Stock, then in each such
case the amount set forth in the preceding sentence with respect to the exchange
or change of shares of Series A Preferred Stock shall be adjusted by multiplying
such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.
SECTION 8. NO REDEMPTION. The Series A Preferred Stock shall not be
redeemable.
SECTION 9. RANK. The Series A Preferred Stock shall rank junior (as to
dividends and upon liquidation, dissolution and winding up) to all other series
of the Corporation's preferred stock except any series that specifically
provides that such series shall rank junior to the Series A Preferred Stock.
SECTION 10. FRACTIONAL SHARES. Series A Preferred Stock may be issued in
fractions of a share which shall entitled the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.
ARTICLE VII.
MANAGEMENT OF THE CORPORATION
The property, affairs, and business of the corporation shall be managed
by a Board of Directors which shall exercise all the powers of the corporation
without action by the shareholders, except as otherwise expressly provided by
statute or by this Charter or by the Bylaws.
The Board of Directors may make Bylaws, and, from time to time may alter,
amend or
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repeal any Bylaws; but any Bylaw made, altered or amended by the Board of
Directors may be altered, amended or repealed by the shareholders at any annual
meeting or at any special meeting provided notice of such proposed alteration,
amendment or repeal is included in the notice of meeting.
In discharging the duties of a director and in determining what the
director reasonably believes to be in the best interests of the corporation, a
director may, in addition to considering the effects of any action on
shareholders and to the maximum extent permitted by law, consider any relevant
factor. Without limiting the generality of the foregoing, the Board of Directors
of the corporation may consider the effects a proposed merger, exchange, tender
offer or significant disposition of the assets of the corporation or any of the
corporation's subsidiaries would have on the corporation's employees, customers,
suppliers, and the communities in which the corporation or its subsidiaries
operate or are located, and the long-term as well as the short-term interests of
the corporation and its shareholders, including the possibility that these
interests may best be served by the continued independence of the corporation,
in connection with its deliberations concerning, and actions taken with respect
to, such merger, exchange, tender offer or significant disposition of assets.
ARTICLE VIII.
LIMITATION OF DIRECTOR LIABILITY
No person who is or was a director of the corporation, or such person's
heirs, executors or administrators, shall be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that this provision shall not eliminate
or limit the liability of any such party (i) for any breach of a director's duty
of loyalty to the corporation or its shareholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, or (iii) for unlawful distributions under the Tennessee Business
Corporation Act. Any repeal or modification of the provisions of this Article
VIII, directly or by the adoption of an inconsistent provision of this Charter,
shall not adversely affect any right or protection in favor of a particular
individual at the time of such repeal or modification.
ARTICLE IX.
SPECIAL MEETING OF SHAREHOLDERS
A special meeting of shareholders may be called at any time by the
Chairman of the Board of Directors or by the President or by the Board of
Directors pursuant to a resolution adopted by a majority of the total number of
directors which the corporation would have at the time of the adoption of such
resolution if there were no vacancies, and by no other person or persons.
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ARTICLE X.
REMOVAL OF DIRECTORS AND FILLING OF VACANCIES
Any director may be removed, either with or without cause, at any time,
by the affirmative vote of at least 50% of the total number of votes entitled to
be cast at a special meeting of shareholders called for that purpose.
Any director may be removed for cause, at any time, by a majority vote of
the entire Board of Directors at a meeting called for that purpose, the notice
of meeting for which states that a purpose of the meeting is the removal of a
director.
Any vacancy in the Board of Directors arising at any time and for any
cause, may be filled by the vote of a majority of the directors remaining in
office. Any vacancy not filled by the Board of Directors may be filled by the
shareholders at an annual meeting or at a special meeting of shareholders called
for that purpose.
Dated: May 6, 1998 THOMAS & BETTS CORPORATION
By: /s/ Clyde R. Moore
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Clyde R. Moore
President and Chief Executive Officer
Attested:
/s/ Jerry Kronenberg
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Jerry Kronenberg, Secretary
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