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EXHIBIT 3.7
CERTIFICATE OF INCORPORATION OF TAYLOR SENIOR HOLDING CORP.
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CERTIFICATE OF INCORPORATION
OF
TAYLOR SENIOR HOLDING CORP.
1. The name of the corporation is Taylor Senior Holding Corp. (the
"Corporation").
2. The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of
New Castle, Delaware 19801. The Corporation Trust Company is the Corporation's
registered agent at that address.
3. The purpose of the Corporation 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 (the "General Corporation Law").
4. The Corporation shall have authority to issue one thousand (1,000)
shares of Common Stock, par value $0.01 per share and one thousand (1,000)
shares of Preferred Stock, par value $0.01 per share.
5. The name and mailing address of the sole incorporator is:
NAME MAILING ADDRESS
D. Lenore Mason, Esq. c/o Schulte Roth & Zabel LLP
900 Third Avenue
New York, NY 10022
6. The powers of the incorporator shall terminate upon the filing of
this Certificate of Incorporation. The name and address of the person who is to
serve as director until
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the first annual meeting of stockholders or until his successors are elected and
qualified is:
NAME MAILING ADDRESS
David B. Pittaway Castle Harlan, Inc.
150 East 58th Street
New York, NY 10155
7. The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by the General Corporation Law
(including, without limitation, paragraph (7) of subsection (b) of Section 102
thereof), as the same may be amended and supplemented from time to time.
8. The Board of Directors shall have the power to adopt, amend or
repeal By-laws of the Corporation, subject to the right of the stockholders of
the Corporation to adopt, amend or repeal any By-law.
9. The Corporation shall, to the fullest extent permitted by the
General Corporation Law (including, without limitation, Section 145 thereof), as
the same may be amended and supplemented from time to time, indemnify any and
all persons whom it shall have power to indemnify under the General Corporation
Law. The indemnification provided for herein shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled whether
as a matter of law, under any By-law of the Corporation, by agreement, by vote
of stockholders or disinterested directors of the Corporation or otherwise.
10. The election of directors of the Corporation need not be by
written ballot, unless the By-laws of the Corporation otherwise provide.
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IN WITNESS WHEREOF, I have signed this Certificate of Incorporation
and affirm the statements contained herein are true this 4th day of February,
2000.
/s/ D. Lenore Mason
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D. Lenore Mason, Esq.
Sole Incorporator
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CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
OF PREFERRED STOCK OF
TAYLOR SENIOR HOLDING CORP.
TAYLOR SENIOR HOLDING CORP. (the "COMPANY"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, does hereby
certify that, pursuant to authority conferred upon the Board of Directors of the
Company (the "BOARD") by the Certificate of Incorporation of the Company, and
pursuant to Section 151 of the General Corporation Law of the State of Delaware,
the Board at a meeting duly held, adopted resolutions (i) designating a new
series of the Company's authorized preferred stock, par value $0.01 per share,
and (ii) providing for the designations, preferences and relative,
participating, optional or other rights, and the qualifications, limitations and
restrictions in respect of such series of preferred stock of the Company, as
follows:
RESOLVED, that the Company is authorized to issue 1,000 shares of
Preferred Stock, par value $0.01 per share, with an initial stated value of
$95.00 per share and the following powers, designations, preferences and
other special rights:
Section 1. DESIGNATION, NUMBER AND RANKING.
(a) The shares of such series shall be designated as " Preferred
Stock" (the "PREFERRED STOCK"). The number of shares constituting the
Preferred Stock shall be 1,000, with an initial stated value of $95.00
per share, which shall be adjusted accordingly for any conversion,
exchange, stock split, reverse stock split, combination, dividend or
other reclassification, consolidation, reorganization,
recapitalization or similar transaction (the "STATED VALUE").
(b) The Preferred Stock shall rank senior to any common stock of the
Company (the "Common Stock").
Section 2. DIVIDENDS AND DISTRIBUTIONS.
(a) The holders of shares of Preferred Stock shall not be entitled to
receive dividends and distributions, other than (i) as provided in
clause (b)
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of this Section 2, and (ii) Liquidation Distributions as set forth in
Section 5 below.
(b) If the Company at any time proposes to pay a dividend (or make any
other distribution) on the Common Stock, other than a distribution of
additional shares of Common Stock, the Company shall pay a concurrent
dividend (or make a concurrent distribution) to holders of Preferred
Stock such that, with respect to each share of Preferred Stock, the
holders of shares of Preferred Stock shall receive a dividend or
distribution equal to 19 times the per share dividend paid (or
distribution made) with respect to each share of Common Stock. In any
such case, the Company shall declare a dividend or distribution on the
Preferred Stock at the same time that it declares a dividend or
distribution on the Common Stock and shall establish the same record
date for the dividend or distribution on the Preferred Stock as is
established for such dividend or distribution on the Common Stock.
(c) Each dividend or distribution declared on the Preferred Stock
shall be payable to holders of record of the Preferred Stock as they
appeared on the records of the Company at the close of business on the
record date set for such dividend or distribution by the Board of
Directors of the Company (the "BOARD"). Any reference to "dividend" or
"distribution" contained in this Section 2 shall be deemed to exclude
Liquidating Distributions (as defined in Section 5 below).
Section 3. VOTING RIGHTS.
The holders of shares of Preferred Stock shall not have any voting
rights.
Section 4. REDEMPTION.
(a) The Preferred Stock shall be redeemable at the option of the Board
at any time from time to time for cash at a redemption price per share
equal to the stated value, plus all accrued but unpaid dividends, if
any.
The amount to be paid to the holders of the Preferred Stock pursuant
to any such redemption shall be paid by the Company to such holders
promptly in cash not less than 10 days following delivery to the
Company of the certificates representing such shares.
Section 5. LIQUIDATION, DISSOLUTION OR WINDING UP.
In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Company, the holders of shares of Preferred Stock
then outstanding shall be entitled to be paid out of the assets of the
Company available for distribution to its stockholders, after and
subject to the payment in full of all amounts required to be
distributed to the holders of
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any other class of stock of the Company ranking senior to the
Preferred Stock upon liquidation, dissolution or winding-up (such
stock being referred to herein as "SENIOR STOCK") in respect of such
stock, but before any payment shall be made to the holders of Common
Stock or other capital stock of the Company ranking junior to the
Preferred Stock upon liquidation, dissolution or winding up (such
stock being referred to herein as "JUNIOR STOCK"), an amount per share
equal to the Stated Value, plus all accrued but unpaid dividends, if
any (any such payment, together with all other payments made to
holders of any capital stock of the Company in accordance with this
Section 5, are collectively referred to as "LIQUIDATING
DISTRIBUTIONS"). Upon such liquidation, dissolution or winding up of
the Company, if the remaining assets of the Company available for
distribution to stockholders after payment in full of amounts required
to be paid or distributed to holders of Senior Stock shall be
insufficient to pay the holders of shares of Preferred Stock and the
holders of shares of capital stock of the Company ranking on a parity
with the Preferred Stock upon liquidation, dissolution or winding up
(such stock being referred to herein as "PARITY STOCK") the full
amount to which they shall be entitled, the holders of shares of
Preferred Stock and shares of Parity Stock shall share ratably in any
distribution of the remaining assets and funds of the Company in
proportion to the respective amounts which would otherwise be payable
in respect of the shares held by them upon such distribution if all
amounts payable on or with respect to said shares were paid in full.
IN WITNESS WHEREOF, the Company has caused this Certificate to be
signed on this 11th day of February, 2000.
TAYLOR SENIOR HOLDING CORP.
By: /s/ David Pittaway
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David Pittaway
President
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CORRECTED
CERTIFICATE OF DESIGNATIONS, PREFERENCES
AND RIGHTS OF SERIES A PREFERRED STOCK
OF
TAYLOR SENIOR HOLDING CORP.
The document to be corrected is the Certificate of Designations,
Preferences and Rights of Preferred Stock (the "Certificate of Designations") of
Taylor Senior Holding Corp. (the "Corporation") which was filed in the Office of
the Secretary of State of the State of Delaware on February 11, 2000. The
Certificate of Designations incorrectly stated the amount of initial stated
value of Preferred shares. As corrected, the Certificate of Designations reads
in full as follows:
CERTIFICATE OF DESIGNATIONS, PREFERENCES
AND RIGHTS OF PREFERRED STOCK
OF
TAYLOR SENIOR HOLDING CORP.
TAYLOR SENIOR HOLDING CORP., ("the "COMPANY") a corporation organized
and existing under the General Corporation Law of the State of Delaware, does
hereby certify that, pursuant to authority conferred upon the Board of Directors
of the Company (the "BOARD") by the Certificate of Incorporation of the Company
and pursuant to Section 151 of the General Corporation Law of the State of
Delaware, the Board at a meeting duly held, adopted resolutions (i) designating
a new series of the Company's authorized preferred stock, par value $0.01 per
share, and (ii) providing for the designations, preferences and relative,
participating, optional or other rights, and the qualifications, limitations and
restrictions in respect of such series of preferred stock of the Company, as
follows:
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RESOLVED, that the Company is authorized to issue 1,000 shares of
Preferred Stock, par value $0.01 per share, with an initial stated value of
$28,500.00 per share and the following powers, designations, preferences and
other special rights:
Section 1. DESIGNATION, NUMBER AND RANKING.
(a) The shares of such series shall be designated as "Preferred Stock"
(the "PREFERRED STOCK"). The number of shares constituting the Preferred Stock
shall be 1,000, with an initial stated value of $28,500.00 per share, which
shall be adjusted accordingly for any conversion, exchange, stock split, reverse
stock split, combination, dividend or other reclassification, consolidation,
reorganization, recapitalization or similar transaction (the "STATED VALUE").
(b) The Preferred Stock shall rank senior to any common stock of the
Company (the "COMMON Stock").
Section 2. DIVIDENDS AND DISTRIBUTIONS.
(a) The holders of shares of Preferred Stock shall not be entitled to
receive dividends and distributions, other than (i) as provided in clause (b) of
this Section 2, and (ii) Liquidation Distributions as set forth in Section 5
below.
(b) If the Company at any time proposes to pay a dividend (or make any
other distribution) on the Common Stock, other than a distribution of additional
shares of Common Stock, the Company shall pay a concurrent dividend (or make a
concurrent distribution) to holders of Preferred Stock such that, with respect
to each share of Preferred Stock, the holders of shares of Preferred Stock shall
receive a dividend or distribution equal to 19 times the per share dividend paid
(or distribution made) with respect to each share of Common Stock. In any such
case, the Company shall declare a dividend or distribution on the Preferred
Stock at the same time that it declares a dividend or distribution on the Common
Stock and shall establish the same record date for the dividend or distribution
on the Preferred Stock as is established for such dividend or distribution on
the Common Stock.
(c) Each dividend or distribution declared on the Preferred Stock
shall be payable to holders of record of the Preferred Stock as they appeared on
the records of the Company at the close of business on the record date set for
such dividend or distribution by the Board of Directors of the Company (the
"BOARD"). Any reference to "dividend" or "distribution" contained in this
Section 2 shall be deemed to exclude Liquidating Distributions (as defined in
Section 5 below).
Section 3. VOTING RIGHTS.
The holders of shares of Preferred Stock shall not have any voting
rights.
Section 4. REDEMPTION.
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(a) The Preferred Stock shall be redeemable at the option of the Board
at any time from time to time for cash at a redemption price per share equal to
the stated value, plus all accrued but unpaid dividends, if any.
The amount to be paid to the holders of the Preferred Stock pursuant
to any such redemption shall be paid by the Company to such holders promptly in
cash not less than 10 days following delivery to the Company of the certificates
representing such shares.
Section 5. LIQUIDATION, DISSOLUTION OR WINDING UP.
In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Company, the holders of shares of Preferred Stock then
outstanding shall be entitled to be paid out of the assets of the Company
available for distribution to its stockholders, after and subject to the payment
in full of all amounts required to be distributed to the holders of any other
class of stock of the Company ranking senior to the Preferred Stock upon
liquidation, dissolution or winding-up (such stock being referred to herein as
"SENIOR STOCK") in respect of such stock, but before any payment shall be made
to the holders of Common Stock or other capital stock of the Company ranking
junior to the Preferred Stock upon liquidation, dissolution or winding up (such
stock being referred to herein as "JUNIOR STOCK"), an amount per share equal to
the Stated Value, plus all accrued but unpaid dividends, if any (any such
payment, together with all other payments made to holders of any capital stock
of the Company in accordance with this Section 5, are collectively referred to
as "LIQUIDATING DISTRIBUTIONS"). Upon such liquidation, dissolution or winding
up of the Company, if the remaining assets of the Company available for
distribution to stockholders after payment in full of amounts required to be
paid or distributed to holders of Senior Stock shall be insufficient to pay the
holders of shares of Preferred Stock and the holders of shares of capital stock
of the Company ranking on a parity with the Preferred Stock upon liquidation,
dissolution or winding up (such stock being referred to herein as "PARITY
STOCK") the full amount to which they shall be entitled, the holders of shares
of Preferred Stock and shares of Parity Stock shall share ratably in any
distribution of the remaining assets and funds of the Company in proportion to
the respective amounts which would otherwise be payable in respect of the shares
held by them upon such distribution if all amounts payable on or with respect to
said shares were paid in full.
IN WITNESS WHEREOF, the Company has caused this Certificate to be
signed this 13th day of April, 2000.
TAYLOR SENIOR HOLDING CORP.
By: /s/ David B. Pittaway
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President
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