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Exhibit 3.i(y)
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
KCL HOLDINGS, INC.
KCL Holdings, Inc., a corporation duly organized and existing by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"), and
incorporated on August 18, 1987 (under the name S & P U.S., Inc.), DOES HEREBY
CERTIFY:
1. That the Board of Directors of the Corporation, by unanimous written
consent without a meeting pursuant to Section 141(f) of the General Corporation
Law of the State of Delaware adopted a resolution amending and restating the
Corporation's Certificate of Incorporation in its entirety as follows:
FIRST: The name of the Corporation is KCL HOLDINGS, INC.
SECOND: The address of its registered office in the State of Delaware
is 32 Loockerman Square, Suite L-100, in the City of Dover, 19901, County of
Kent. The name of its registered agent at such address is The Prentice-Hall
Corporation System, Inc.
THIRD: The nature of the business or purpose to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of the State of Delaware as the
same may be amended from time to time ("GCL").
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is Three Hundred One Thousand and
Ten (301,010) shares, consisting of: Three Hundred Thousand (300,000) shares of
Series A Preferred Stock, $100 par value (the "Series A Preferred Stock"), Ten
(10) shares of Class A Preferred Stock, $1,000,000 par value ("Class A Preferred
Stock"), and One Thousand (1,000) shares of common stock, no par value ("Common
Stock").
(1) As used in this Amended and Restated Certificate of Incorporation, the
following terms shall have the following meanings:
(a) "BOARD" shall mean the board of directors of the Corporation;
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(b) "CLASS A LIQUIDATION VALUE" of a share of Class A Preferred Stock
shall mean at any given date of determination with respect to any given
holder of Class A Preferred Stock the sum of (x) the par value of such
share, and (y) the amount of all unpaid cumulative dividends an such share.
(c) "CLASS A ORIGINAL ISSUE DATE" of a share of Class A Preferred Stock
shall mean the date on which the first share of Class A Preferred Stock was
originally issued.
(d) "CLASS A REDEMPTION DATE" of a share of Class A Preferred Stock
shall mean each date fixed for redemption of Class A Preferred Stock as
determined pursuant to Subsection (4)(e) hereof.
(e) "CORPORATION" shall mean KCL Holdings, Inc.;
(f) "SERIES A LIQUIDATION VALUE" of a share of Series A Preferred
Stock shall mean at any given date of determination with respect to any
given holder of Series A Preferred Stock the sum of (x) the par value of
such share and (y) the amount of all unpaid cumulative dividends on such
share.
(g) "SERIES A ORIGINAL ISSUE DATE" of a share of Series A Preferred
Stock shall mean the date on which the first share of Series A Preferred
Stock was originally issued.
(h) "SERIES A REDEMPTION DATE" of a share of Series A Preferred Stock
shall mean each date fixed for redemption of Series A Preferred Stock as
determined pursuant to Subsection (3)(e) hereof.
(i) "SUBSIDIARY" shall mean any corporation, at least 50% of whose
outstanding voting stock shall at the time be owned directly or indirectly
by the Corporation or by one of more Subsidiaries.
(2) Each share of Common Stock shall entitle the holder thereof to one vote,
in person or by proxy, at any and all meetings of the stockholders of the
Corporation on all propositions before such meetings.
(3) The Series A Preferred Stock shall have the following rights, powers,
preferences and characteristics:
(a) DESIGNATION. This class is designated as the Series A Preferred
Stock of the Corporation. Each share of Series A Preferred Stock shall be
identical in all respects with the other shares of Series A Preferred
Stock. All
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shares of the Series A Preferred Stock shall be subordinate to the Class
A Preferred Stock in respect of the right to receive dividends and
payments out of the assets of the Corporation upon voluntary or
involuntary liquidation, dissolution or winding-up of the Corporation.
(b) DIVIDENDS.
(i) The holders of the Series A Preferred Stock shall be
entitled to receive, when and as declared by the Board, out of assets
of the Corporation legally available therefor, preferential cumulative
dividends at a compound rate of thirteen percent (13%) per annum
multiplied by the par value of the Series A Preferred Stock. Such
dividends shall accumulate on a compound basis on each share from the
Series A Original Issue Date, and shall accumulate day to day whether
or not earned or declared, to and including the date on which such
share is redeemed and (if redeemed) the full Series A Redemption Price
therefor is paid pursuant to Subsection (3)(e)(i)(A) of this Article.
Dividends shall be cumulative so that, to the extent dividends are not
declared, the holders of Series A Preferred Stock shall continue to
have the right to receive the undeclared balance of the dividends, when
declared by the Board.
(ii) If, at any time, the Corporation shall pay a dividend on
the Series A Preferred Stock which is less than the full amount of the
cumulative dividend payable with respect to such class, then such
dividend shall be distributed such that an equal amount thereof will be
paid with respect to each outstanding share of Series A Preferred
Stock.
(iii) At any time that all cumulative dividends on the Class A
Preferred Stock and Series A Preferred stock have been paid in full,
then dividends may be declared and paid on or set apart for the
outstanding Common Stock out of any assets at the time legally
available therefor.
(c) LIQUIDATION, DISSOLUTION OR WINDING-UP.
(i) In the event of any liquidation, dissolution or winding-up
of the business of the Corporation, whether voluntary or involuntary,
the holders of Series A Preferred Stock shall be entitled to receive
from the assets of the Corporation a preferential amount in cash equal
to the Series A Liquidation Value. The Series A Liquidation Value to be
paid to holders of Series A Preferred Stock shall be paid only after
the payment or
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setting apart for payment of any amount for, or the distribution of any
assets of the Corporation to holders of outstanding Class A Preferred
Stock. All of said preferential amounts to be paid to the holders of
Class A Preferred Stock and Series A Preferred Stock shall be paid
before the payment or setting apart for payment of any amount for, or
the distribution of any assets of the Corporation to, the holders of
Common Stock in connection with such liquidation, dissolution or
winding-up.
(ii) If the assets of the Corporation to be distributed to
holders of Series A Preferred Stock are insufficient to pay the Series
A Liquidation Value in full, then all assets to be distributed to such
holders shall be distributed among them ratably, according to the
number of shares of Series A Preferred Stock held by each such holder.
(iii) After the payment in cash to the holders of the Class A
Preferred Stock and the Series A Preferred Stock of the full Class A
Liquidation Value and the full Series A Liquidation Value,
respectively, the holders of Common Stock shall be entitled to receive,
ratably, according to the number of shares held by each such holder,
all remaining assets of the Corporation.
(iv) A liquidation, dissolution or winding-up of the business
of the Corporation, as such terms are used in this Subsection (3)(c),
shall not be deemed to include any consolidation or merger of the
Corporation with or into any other corporation or corporations.
(d) VOTING. Except as otherwise expressly provided herein or as
required by law, the holder of each share of Series A Preferred Stock
shall not be entitled to vote on any matters.
(e) REDEMPTION.
(i) The Corporation may, at the option of the Board, redeem
the Series A Preferred Stock in whole or in part, as follows:
(A) The redemption price for each share of Series A
Preferred Stock shall be an amount in cash equal to the Series
A Liquidation Value (such amount being hereinafter referred to
as the "Series A Redemption Price").
(B) In the event of such a redemption of only a part
of the then outstanding Series A
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Preferred Stock, the Corporation shall effect such redemption,
in multiples of 1,000 shares, ratably, according to the number
of shares of Series A Preferred Stock held by each holder of
the Series A Preferred Stock.
(C) At least 30 days and not more than 60 days prior
to the date fixed for any redemption of the Series A Preferred
Stock (the "Series A Redemption Date"), written notice (the
"Series A Redemption Notice") shall be mailed, postage
prepaid, registered or certified mail, return receipt
requested, to each holder of record of the Series A Preferred
Stock being redeemed at his post office address last shown on
the records of the Corporation. The Series A Redemption Notice
shall state:
(v) The Series A Redemption Date;
(w) Whether all or less than all of the
outstanding shares of Series A Preferred Stock are to
be redeemed;
(x) the number of shares of Series A Preferred
Stock held by the holder that the Corporation intends
to redeem;
(y) the Series A Redemption Price; and
(z) that the holder is to surrender to the
Corporation by delivery to the Corporation his
certificate or certificates representing the shares
of Series A Preferred Stock to be redeemed.
(D) On the Series A Redemption Date and upon
surrender by the holder or holders thereof of the certificate
or certificates for shares of Series A Preferred Stock to be
redeemed, the Corporation shall deliver to each such holder of
Series A Preferred Stock whose shares are to be redeemed a
certified or bank cashier's check in an amount equal to the
Series A Redemption Price multiplied by the number of shares
of Series A Preferred Stock to be redeemed from the holder and
so surrendered; and on or after each Series A Redemption Date,
each holder of Series A Preferred Stock whose stock has been
redeemed, shall surrender such holder's certificate(s) for the
shares of Series A Preferred Stock so redeemed (endorsed for
transfer, or accompanied by a
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separate stock transfer power endorsed for transfer, to the
Corporation) to the Corporation. In the event less than all
shares represented by said certificate are redeemed, a new
certificate shall be issued representing the unredeemed
shares.
(E) If the Series A Redemption Notice shall have been
duly given, then notwithstanding that the certificates
evidencing any of the shares of Series A Preferred Stock so
called for redemption shall not have been surrendered,
dividends with respect to such shares shall cease to
accumulate after the Series A Redemption Date and all rights
with respect to such shares shall forthwith after the Series A
Redemption Date terminate, with the sole exception of the
right of the holders to receive the Series A Redemption Price
without interest upon surrender of their certificate or
certificates therefor.
(ii) The Corporation's right to redeem Series A Preferred
Stock pursuant to this Subsection (3)(c) is subject to the
Corporation having available funds which, under Delaware law, may
legally be used for such purpose.
(f) SHARES ACQUIRED BY CORPORATION. No share or shares of Series A
Preferred Stock acquired by the Corporation by reason of redemption,
purchase, or otherwise shall be reissued, and all such shares shall be
cancelled, retired and eliminated from the shares which the Corporation
shall be authorized to issue.
(g) OTHER RIGHTS AND POWERS. The shares of the Series A Preferred
Stock shall not have any relative, participating, optional or other
special rights and powers other than as set forth herein.
(4) The Class A Preferred Stock shall have the following rights, powers,
preferences and characteristics:
(a) DESIGNATION. This class is designated as the Class A Preferred
Stock of the Corporation. Each share of Class A Preferred Stock shall be
identical in all respects with the other shares of Class A Preferred
Stock. All shares of the Class A Preferred Stock shall be prior to the
Series A Preferred Stock in respect of the right to receive dividends and
payments out of the assets of the Corporation upon voluntary or
involuntary liquidation, dissolution or winding-up of the Corporation.
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(b) DIVIDENDS.
(i) The holders of Class A Preferred Stock shall be entitled
to receive, when and as declared by the Board, out of assets of the
Corporation legally available therefor, preferential cumulative
dividends at a compound rate per annum equal to two (2) percentage
points plus the "prime rate" in effect from time to time at the Harris
Trust and Savings Bank in Chicago, Illinois, multiplied by the par
value of the Class A Preferred Stock. Such dividends shall accumulate
on a compound basis on each share from the Class A Original Issue Date
and shall accumulate day to day whether or not earned or declared, to
and including the date on which such share is redeemed and (if
redeemed) the full Class A Redemption Price therefor is paid pursuant
to Subsection (4) (e) (i) (A) of this Article. Dividends shall be
cumulative so that, to the extent dividends are not declared, the
holders of Class A Preferred Stock shall continue to have the right to
receive the undeclared balance of the dividends, when declared by the
Board.
(ii) If, at any time, the Corporation shall pay a dividend on
the Class A Preferred Stock which is less than the full amount of the
cumulative dividend payable with respect to that class, then such
dividend shall be distributed such that an equal amount thereof will be
paid with respect to each outstanding share of Class A Preferred Stock.
(iii) At any time that all cumulative dividends on the Class A
Preferred Stock have been paid in full, then dividends may be declared
and paid on or set apart for the Series A Preferred Stock and, subject
to Subsection 3(b)(iii), the Common Stock out of any assets at the time
legally available therefor.
(c) LIQUIDATION, DISSOLUTION OR WINDING-UP.
(i) In the event of any liquidation, dissolution or
winding-up of business of the Corporation, whether voluntary or
involuntary, the holders of the Class A Preferred Stock shall be
entitled to receive from the assets of the Corporation a
preferential amount in cash equal to the Class A Liquidation Value.
All of said preferential amounts to be paid to the holders of the
Class A Preferred Stock shall be paid before the payment or setting
apart for payment of any amount for, or the distribution of any
assets of the Corporation to, the holders of the outstanding Series
A Preferred
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Stock and Common Stock in connection with such liquidation, dissolution
or winding-up.
(ii) If the assets of the Corporation to be distributed to
holders of Class A Preferred Stock are insufficient to pay the Class A
Liquidation Value in full, then all assets to be distributed to such
holders shall be distributed among them ratably, according to the
number of shares of Class A Preferred Stock held by each such holder.
(iii) After the payment in cash to the holders of Class A
Preferred Stock of the full Class A Liquidation Value, the holders of
Series A Preferred Stock shall be entitled to receive, ratably,
according to the number of shares held by each such holder, the full
Series A Liquidation Value of their shares. After the payment in cash
to the holders of Class A Preferred Stock and Series A Preferred Stock
of the Class A Liquidation Value and the Series A Liquidation Value,
respectively, the holders of Common Stock shall be entitled to receive,
ratably, according to the number of shares held by each such holder,
all remaining assets of the Corporation.
(iv) A liquidation, dissolution or winding-up of the
business of the Corporation, as such terms are used in this
Subsection (4)(c), shall not be deemed to include any consolidation
or merger of the Corporation with or into any other corporation or
corporations.
(d) VOTING. Each share of Class A Preferred Stock shall entitle
the holder thereof to one vote, in person or by proxy, at any and all
meetings of the shareholders of the Corporation, on all propositions
before such meeting.
(e) REDEMPTION.
(i) The Corporation may, at the option of the Board, redeem
the Class A Preferred Stock in whole or in part, as follows:
(A) The redemption price for each share of Class A
Preferred Stock shall be an amount in cash equal to the Class
A Liquidation Value (such amount being hereinafter referred to
as the "Class A Redemption Price").
(B) In the event of such a redemption of only a part
of the then outstanding Class A Preferred Stock, the
Corporation shall effect such redemption, in multiples of one
(1) share,
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ratably, according to the number of shares of Class A
Preferred Stock held by each holder of the Class A Preferred
Stock.
(C) At least 30 days and not more than 60 days prior
to the date fixed for any redemption of the Class A Preferred
Stock (the "Class A Redemption Date"), written notice (the
"Class A Redemption Notice") shall be mailed, postage prepaid,
registered or certified mail, return receipt requested, to
each holder of record of the Class A Preferred Stock being
redeemed at his or its post office address last shown on the
records of the Corporation. The Class A Redemption Notice
shall state:
(v) The Class A Redemption Date;
(w) Whether all or less than all of the
outstanding shares of Class A Preferred Stock are to
be redeemed;
(x) the number of shares of Class A Preferred
Stock held by the holder that the Corporation intends
to redeem;
(y) the Class A Redemption Price; and
(z) that the holder is to surrender to the
Corporation by delivery to the Corporation his
certificate or certificates representing the shares
of Class A Preferred Stock to be redeemed.
(D) On the Class A Redemption Date and upon surrender
by the holder or holders thereof of the certificate or
certificates for shares of Class A Preferred Stock to be
redeemed, the Corporation shall deliver to each such holder of
Class A Preferred Stock whose shares are to be redeemed a
certified or bank cashier's check in an amount equal to the
Class A Redemption Price multiplied by the number of shares
of Class A Preferred Stock to be redeemed from the holder and
so surrendered; and on or after each Class A Redemption Date,
each holder of Class A Preferred Stock whose stock has been
redeemed, shall surrender such holder's certificate(s) for the
shares of Class A Preferred Stock so redeemed (endorsed for
transfer, or accompanied by a separate stock transfer power
endorsed for transfer, to the Corporation) to the Corporation.
In the event less than all shares
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represented by said certificate are redeemed, a new
certificate shall be issued representing the unredeemed
shares.
(E) If the Class A Redemption Notice shall have been
duly given, then notwithstanding that the certificates
evidencing any of the shares of Class A Preferred Stock so
called for redemption shall not have been surrendered,
dividends with respect to such shares shall cease to
accumulate after the Class A Redemption Date and all rights
with respect to such shares shall forthwith after the Class A
Redemption Date terminate, with the sole exception of the
right of the holders to receive the Class A Redemption Price
without interest upon surrender of their certificate or
certificates therefor.
(ii) The Corporation's right to redeem Class A Preferred Stock
pursuant to this Subsection (4)(e) is subject to the Corporation having
available funds which, under Delaware law, may legally be used for such
purpose.
(f) SHARES ACQUIRED BY CORPORATION. No share or shares of Class A
Preferred Stock acquired by the Corporation by reason of redemption,
purchase, or otherwise shall be reissued, and all such shares shall be
cancelled, retired and eliminated from the shares which the Corporation
shall be authorized to issue.
(g) OTHER RIGHTS AND POWERS. The shares of the Class A Preferred
Stock shall not have any relative, participating, optional or other
special rights and powers other than as set forth herein.
FIFTH: The Board of Directors of the Corporation shall have the powers
and authorities to do all such acts and things as may be exercised or done by
the Corporation, subject, however, to the provisions of the statutes of
Delaware, of this Certificate, and to any by-laws from time to time in effect;
provided that no by-laws shall invalidate any prior act of the directors which
would have been valid if such by-law had not been made. The number of directors
of the Corporation shall be five.
SIXTH: The election of directors need not be by written ballot.
SEVENTH: (1) The Corporation shall indemnify (a) any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor
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by reason of the fact that such person is or was a director, officer, employee
or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit, and (b) any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, in each case to the fullest extent permissible
under Section 145 of the Delaware General Corporation Law, as amended from time
to time, or the indemnification provisions of any successor statute.
(2) The foregoing provisions of this Article SEVENTH shall be deemed to
be a contract between the Corporation and each director and officer who
serves in such capacity at any time while this Article SEVENTH is in effect,
and any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore or
thereafter brought based in whole or in part upon any such state of facts.
The foregoing rights of indemnification shall not be deemed exclusive of any
other rights to which any director or officer may be entitled apart from the
provisions of this Article SEVENTH. The Board of Directors in its discretion
shall have power on behalf of the Corporation to enter into agreements with
respect to the indemnification of any person, other than a director or
officer, made a party to any action, suit or proceeding by reason of the fact
that he, his testator or intestate, is or was an employee, agent or otherwise
acting on behalf of the Corporation or serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.
EIGHTH: A director of the Corporation shall not be personally liable
to the Corporation or 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 involve intentional
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misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived any improper personal benefit. If the Delaware General
Corporation Law is amended after this Amended and Restated Certificate of
Incorporation becomes effective to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the provisions of this Article EIGHTH by
the stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of
the Corporation with respect to any act or omission occurring prior to the
effective date of such appeal or modification. In the event that any of the
provisions of this Article EIGHTH (including any provision within a single
sentence) is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions are severable and shall
remain enforceable to the fullest extent permitted by law."
2. That in lieu of a meeting and vote of stockholders, the majority
stockholder of the Corporation has given its written consent to said Amended
and Restated Certificate of Incorporation and all other stockholders of the
Corporation have been notified of such amendment and restatement, all in
accordance with the provisions of Section 228 of the Delaware General
Corporation Law.
3. That the aforesaid Amended and Restated Certificate of Incorporation
was duly adopted in accordance with the applicable provisions of Section 242
and 228 and 245 of the Delaware General Corporation Law.
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IN WITNESS WHEREOF, KCL Holdings, Inc. has caused this Amended and
Restated Certificate of Incorporation to be signed by Karen E. Nyman, its
Vice President and by Mary Beth Vieha, its Assistant Secretary, this 23rd day
of May, 1991.
KCL HOLDINGS, INC.
By: /s/ Karen E. Nyman
-------------------------------------
Karen E. Nyman, Vice President
ATTEST:
/s/ Mary Beth Vieha
- ---------------------------------------
Mary Beth Vieha, Assistant
Secretary