EXHIBIT 3.3
RESTATED ARTICLES OF INCORPORATION
OF
JONES INTERNATIONAL NETWORKS, LTD.
(As amended on February 21, 1997)
These Restated Articles of Incorporation amend and restate in their
entirety the Articles of Incorporation of Jones International Networks, Ltd.
filed with the Colorado Secretary of State on November 10, 1993, and were duly
adopted in accordance with the provisions of Section 7-110-103 and Section 7-
110-107 of the Colorado Business Corporation Act. These Restated Articles of
Incorporation contain amendments that were adopted by the shareholders of Jones
International Networks, Ltd. on February 21, 1997, and the number of votes cast
for the amendments by each voting group entitled to vote separately on the
amendments was sufficient for approval by that voting group.
ARTICLE I
NAME
The name of the corporation is Jones International Networks, Ltd.
(the "Corporation").
ARTICLE II
JURISDICTION OF INCORPORATION
The Corporation is organized under the laws of the State of Colorado.
ARTICLE III
DURATION
The period of duration of the Corporation shall be perpetual.
ARTICLE IV
REGISTERED OFFICE
The address of the registered office of the Corporation in the State
of Colorado is 9697 East Mineral Avenue, Englewood, Colorado 80112, and the name
of the registered agent at such address is Elizabeth M. Steele.
ARTICLE V
PURPOSES
The nature of the business or purposes of the Corporation is to engage
in the transaction of all lawful business and to pursue any other lawful purpose
or purposes for which a corporation may be organized under the laws of the State
of Colorado. The Corporation shall have, enjoy and exercise all of the rights,
powers and privileges conferred upon corporations organized under the laws of
the State of Colorado, whether now or hereafter in effect, and whether or not
herein specifically mentioned. The foregoing enumeration of purposes and powers
shall not limit or restrict in any manner the exercise of other and further
rights and powers that may now or hereafter be allowed or permitted by law.
ARTICLE VI
CAPITAL STRUCTURE
6.1. AUTHORIZED SHARES. The total number of shares of capital
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stock that the Corporation shall have authority to issue is 57,000,000 shares,
consisting of three classes of capital stock:
(a) 50,000,000 shares of Class A Common Stock, par value
$.01 per share (the "Class A Shares");
(b) 2,000,000 shares of Class B Common Stock, par value
$.01 per share (the "Class B Shares"; and, together with the Class A Shares, the
"Common Shares"); and
(c) 5,000,000 shares of Preferred Stock, par value $.01
per share (the "Preferred Shares").
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6.2. DESIGNATIONS, PREFERENCES, ETC. The designations,
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preferences, powers, qualifications, and special or relative rights or
privileges of the capital stock of the Corporation shall be as set forth in
Article VII and Article VIII below.
ARTICLE VII
COMMON SHARES
7.1. IDENTICAL RIGHTS. Except as herein otherwise expressly
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provided in this Article VII, all Common Shares shall be identical and shall
entitle the holders thereof to the same rights and privileges.
7.2. DIVIDENDS.
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(a) When, as and if dividends are declared by the
Corporation's Board of Directors, whether payable in cash, in property or in
securities of the Corporation, the holders of Common Shares shall be entitled to
share equally in and to receive, in accordance with the number of Common Shares
held by each such holder, all such dividends. The Board of Directors of the
Corporation may declare a dividend payable solely in Class A Shares to holders
of both Class A Shares and Class B Shares.
(b) Dividends payable under this Paragraph 7.2 shall be
paid to the holders of record of the outstanding Common Shares as their name
shall appear on the stock register of the Corporation on the record date fixed
by the Board of Directors in advance of declaration and payment of each
dividend. Any Common Shares issued as a dividend pursuant to this Paragraph 7.2
shall, when so issued, be duly authorized, validly issued, fully paid and non-
assessable, and free of all liens and charges. The Corporation shall not issue
fractions of Common Shares on payment of such dividend but shall issue a whole
number of shares to such holder of Common Shares rounded up or down in the
Corporation's sole discretion to the nearest whole number, without compensation
to the stockholder whose fractional share has been rounded down or from any
stockholder whose fractional share has been rounded up.
(c) Notwithstanding anything contained herein to the
contrary, no dividends on Common Shares shall be declared by the Corporation's
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Board of Directors or paid or set apart for payment by the Corporation at any
time that such declaration, payment or setting apart is prohibited by applicable
law.
7.3. STOCK SPLITS. Except as otherwise provided by Paragraph
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7.2(a) above, the Corporation shall not in any manner
subdivide (by any stock split, reclassification, stock dividend,
recapitalization, or otherwise) or combine the outstanding shares of one class
of Common Shares unless the outstanding shares of all classes of Common Shares
shall be proportionately subdivided or combined.
7.4. LIQUIDATION RIGHTS. Upon any voluntary or involuntary
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liquidation, dissolution or winding-up of the affairs of the Corporation, after
payment shall have been made to holders of outstanding Preferred Shares, if any,
of the full amount to which they are entitled pursuant to these Restated
Articles of Incorporation and any resolutions that may be adopted from time to
time by the Corporation's Board of Directors in accordance with Article VIII
below (for the purpose of fixing the voting rights, designations, preferences,
and relative, participating, optional or other special rights of any series of
Preferred Shares), the holders of Common Shares and the holders of any Preferred
Shares with participation rights shall share ratably in all remaining assets of
the Corporation available for distribution among the holders of shares, whether
such assets are capital, surplus or earnings. For the purposes of this
Paragraph 7.4, neither the consolidation or merger of the Corporation with or
into any other corporation or corporations in which the shareholders of the
Corporation receive capital stock and/or other securities (including debt
securities) of the acquiring corporation (or of the direct or indirect parent
corporation of the acquiring corporation), nor the sale, lease or transfer by
the Corporation of all or any part of its assets, nor the reduction of the
capital stock of the Corporation, shall be deemed to be a voluntary or
involuntary liquidation, dissolution or winding-up of the Corporation as those
terms are used in this Paragraph 7.4.
7.5. VOTING RIGHTS.
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(a) On all matters submitted to the shareholders not
requiring a class vote under applicable law, the holders of the Common Shares
shall vote as a single class, with each Class A Share entitled to one vote and
each Class B Share entitled to ten votes, except with respect to any Going
Private Transaction (as such term is defined in subparagraph (b) below).
(b) With respect to any Going Private Transaction (as such
term is defined herein), the holders of Class A Shares and the holders of Class
B Shares shall vote as a single class, with each Class A Share and each Class B
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Share entitled to one vote. For purposes of this Paragraph 7.5, the term "Going
Private Transaction" shall mean any transaction between the Corporation and (i)
Glenn R. Jones, (ii) any Affiliate of Glenn R. Jones (as such term is defined
herein), or (iii) any group including Mr. Jones or Affiliates of Mr. Jones where
the participation of such person or persons in such group would cause the
transaction to be deemed to be a "Rule 13e-3 Transaction," that is a "Rule 13e-3
Transaction," as such term is defined in Rule 13e-3(a)(3), 17 C.F.R. (S)240.13e-
3, as amended from time to time, promulgated under the Securities Exchange Act
of 1934, as amended. For purposes of this Paragraph 7.5 and for purposes of
Paragraph 7.7 below, the term "Affiliate" of Glenn R. Jones shall mean (i) any
individual or entity who or that, directly or indirectly, controls, is
controlled by, or is under common control with, Glenn R. Jones, and (ii) a child
or grandchild (by blood, adoption or marriage) of Glenn R. Jones, or any trust
for the benefit of one or more of the foregoing.
7.6. NO PREEMPTIVE OR SUBSCRIPTION RIGHTS. No holder of Common
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Shares shall be entitled to preemptive or subscription rights.
7.7. CONVERSION OF CLASS B SHARES.
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(a) AUTOMATIC CONVERSION. Each Class B Share shall convert
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automatically and without the requirement of any further action into one fully
paid and non-assessable Class A Share (i) upon its sale, gift or other transfer
to a party other than Glenn R. Jones or an Affiliate of Glenn R. Jones (as such
term is defined in Paragraph 7.5 above), or (ii) upon the death of Glenn R.
Jones. Each of the foregoing automatic conversion events shall be referred to
hereinafter as an "Event of Automatic Conversion." Notwithstanding the
foregoing, if a holder of Class B Shares desires to transfer such shares to a
party that is not Glenn R. Jones or an Affiliate of Glenn R. Jones and have such
shares retain their status as Class B Shares, such holder of Class B Shares may
do so if the transfer is approved by a vote of a majority of the Class A Shares
held by disinterested shareholders represented at a shareholders meeting called
for such purpose. If a majority vote of the disinterested holders of the Class A
Shares approves such a transfer, the automatic conversion provisions and
procedures of this Paragraph 7.7 shall no longer be effective as to such Class B
Shares and such Class B Shares shall no longer be subject to automatic
conversion upon any subsequent transfer of such Class B Shares or upon the death
of Glenn R. Jones.
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(b) AUTOMATIC CONVERSION PROCEDURE. Promptly upon the
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occurrence of any Event of Automatic Conversion such that Class B Shares are
converted automatically into Class A Shares, the holder of such Class B Shares
shall surrender the certificate or certificates therefor, duly endorsed in blank
or accompanied by proper instruments of transfer, at the office of the
Corporation or of any transfer agent for the Class A Shares, and shall give
written notice to the Corporation, at such office: (i) stating that the Class B
Shares are being converted pursuant to an Event of Automatic Conversion into
Class A Shares as provided in Paragraph 7.7(a) of this Article VII, (ii)
specifying the Event of Automatic Conversion (and, if the occurrence of such
event is within the control of the transferor, stating the transferor's intent
to effect an Event of Automatic Conversion), (iii) identifying the number of
Class B Shares being converted, and (iv) setting out the name or names (with
addresses) and denominations in which the certificate or certificates for Class
A Shares shall be issued and shall include instructions for delivery thereof.
Delivery of such notice together with the certificate or certificates
representing the Class B Shares shall obligate the Corporation to issue such
Class A Shares. Thereupon the Corporation or its transfer agent shall promptly
issue and deliver at such stated address to such holder or to the transferee of
Class B Shares a certificate or certificates for the number of Class A Shares to
which such holder or transferee is entitled registered in the name of such
holder, the designee of such holder or the transferee as specified in such
notice. To the extent permitted by law, conversion pursuant to an Event of
Automatic Conversion shall be deemed to have been effected as of the date on
which the Event of Automatic Conversion occurred (such time being the
"Conversion Time"). The person entitled to receive the Class A Shares issuable
upon such conversion shall be treated for all purposes as the record owner of
such Class A Shares at and as of the Conversion Time, and the right of such
person as the holder of Class B Shares shall cease and terminate at and as of
the Conversion Time, in each case without regard to any failure by the holder of
the Class B Shares to deliver the certificates or the notice required by this
subparagraph (b).
(c) VOLUNTARY CONVERSION. Each Class B Share shall be
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convertible, at the option of its holder, into one fully paid and non-assessable
Class A Share at any time.
(d) VOLUNTARY CONVERSION PROCEDURE. At the time of a
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voluntary conversion, the holder of Class B Shares shall deliver to the office
of the Corporation or of any transfer agent for the Class A Shares: (i) the
certificate or certificates representing the Class B Shares to be converted,
duly endorsed in blank or accompanied by proper instruments of transfer, and
(ii) written notice to
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the Corporation stating that such holder elects to convert such share or shares
and stating the name and addresses in which each certificate for Class A Shares
issued upon such conversion is to be issued. Conversion shall be deemed to have
been effected at the close of business on the date when such delivery is made to
the Corporation of the Class B Shares to be converted, and the person exercising
such voluntary conversion shall be deemed to be the holder of record of the
number of Class A Shares issuable upon such conversion at such time. The
Corporation shall promptly deliver certificates evidencing the appropriate
number of Class A Shares to such person.
(e) UNCONVERTED SHARES. In the event of the conversion of
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less than all of the Class B Shares evidenced by a certificate surrendered to
the Corporation in accordance with the procedures of this Paragraph 7.7, the
Corporation shall execute and deliver to or upon the written order of the holder
of such certificate, without charge to such holder, a new certificate evidencing
the number of Class B Shares not converted.
(f) NO REISSUE OF CLASS B SHARES. Class B Shares that are
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converted into Class A Shares as provided herein shall be retired and canceled
and shall not be reissued.
(g) RESERVATION OF CLASS A SHARES. The Corporation hereby
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reserves and shall at all times reserve and keep available, out of its
authorized and unissued Class A Shares, for the purposes of effecting
conversions, such number of duly authorized Class A Shares as shall from time to
time be sufficient to effect the conversion of all outstanding Class B Shares.
The Corporation covenants that all of the Class A Shares so issuable shall, when
so issued, be duly and validly issued, fully paid and non-assessable, and free
from liens and charges with respect to the issue. The Corporation will take all
such action as may be necessary to ensure that all such Class A Shares may be so
issued without violation of any applicable law or regulation, or of any
requirements of any national securities exchange upon which the Class A Shares
may be listed.
7.8. CONSIDERATION IN ANY MERGER, REORGANIZATION OR
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RECAPITALIZATION. The holders of the Class A Shares shall be entitled to
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to per share voting rights) as the holders of the Class B Shares in any merger,
reorganization or recapitalization of the Corporation. The Corporation shall not
support any tender offer or exchange offer for shares of the Corporation in
which the holders of the Class A Shares are not offered the same consideration
(except with respect
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to per share voting rights) on a per share basis as the holders of the Class B
Shares.
ARTICLE VIII
PREFERRED SHARES
Shares of Preferred Stock may be issued from time to time as
determined by the Board of Directors. The Board of Directors is authorized to
divide the authorized shares of Preferred Stock into one or more series and, in
accordance with law and this Article VIII, to fix and determine the preferences,
limitations and relative rights of the shares of any series of Preferred Stock,
including but not limited to the following: (i) the distinctive designation of
each series and the number of shares constituting such series; (ii) the rate and
the time of payment of dividends, and any preferences, restrictions, conditions
or limitations on dividends; (iii) whether shares are redeemable, and, if so,
the price, terms and conditions of redemption; (iv) the amount payable upon
shares in the event of liquidation, dissolution or winding-up of the
Corporation; (v) sinking fund or other provisions, if any, for the redemption or
purchase of shares; (vi) the terms and conditions on which shares may be
converted, if the shares of any series are convertible; (vii) the voting powers,
if any, of shares; and (viii) such other terms, qualifications, privileges,
limitations, options, restrictions, and special or relative rights and
preferences, if any, of shares or any series of shares of Preferred Stock as the
Board of Directors of the Corporation may lawfully fix and determine.
ARTICLE IX
AMENDMENTS
The Corporation reserves the right to amend or repeal any provisions
contained in these Restated Articles of Incorporation from time to time and at
any time in the manner now or hereafter prescribed in these Restated Articles of
Incorporation and by the laws of the State of Colorado, and all rights herein
conferred upon shareholders are granted subject to such reservation.
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ARTICLE X
MAJORITY VOTING
Any action proposed to be taken by the shareholders which, but for
this Article X, would require a greater vote under the Colorado Business
Corporation Act, as amended from time to time, may be taken by a majority of the
votes to which the then outstanding shares, or any class or series thereof, are
entitled.
ARTICLE XI
DIRECTORS
The business and affairs of the Corporation shall be managed by a
Board of Directors, the members of which shall be elected at the annual meeting
of the shareholders, or at a special meeting called for that purpose. The
number of directors shall be as stated in the Corporation's By-laws and the
number of directors may be increased or decreased from time to time in the
manner provided in the By-laws of the Corporation, but no decrease shall have
the effect of shortening the term of any incumbent director.
ARTICLE XII
CUMULATIVE VOTING
Shareholders of the Corporation shall not have cumulative voting
rights.
ARTICLE XIII
RELATED PARTY TRANSACTIONS
No contract or other transaction between the Corporation and one or
more of its directors or any other corporation, partnership, joint venture,
trust, association, other entity, or employee benefit plan in which one or more
of the Corporation's directors or officers are directors or officers or are in
any similar managerial or fiduciary position or are financially interested shall
be either void or voidable solely because of such relationship or interest or
solely because such directors or officers are present at the meeting of the
Board of Directors or a committee thereof which authorizes, approves or ratifies
such contract or
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transaction or solely because their votes are counted for such purpose, so long
as such contract or transaction satisfies the requirements explicitly set forth
in the Colorado Business Corporation Act, as amended from time to time, for
contracts between a corporation and its directors.
ARTICLE XIV
LIMITATION OF LIABILITY OF DIRECTORS
No director of the Corporation shall have any personal liability for
monetary damages to the Corporation or its shareholders for breach of his or her
fiduciary duty as a director, except that this provision shall not eliminate or
limit the personal liability of a director to the Corporation or its
shareholders for monetary damages for: (i) any breach of the director's duty of
loyalty to the Corporation or its shareholders; (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) acts specified in Section 7-108-403 of the Colorado Business
Corporation Act; or (iv) any transaction from which the director directly or
indirectly derives an improper personal benefit. Nothing contained herein will
be construed to eliminate or diminish the defenses ordinarily available to a
director or to deprive any director of any right he or she may have for
contribution from any other director or other person. If the Colorado Business
Corporation Act hereafter is amended to eliminate or limit further the liability
of a director, then, in addition to the elimination and limitation of liability
provided by the preceding sentences of this Article XIV, the liability of each
director shall be eliminated or limited to the fullest extent permitted by the
Colorado Business Corporation Act as so amended. Any repeal or modification of
this Article XIV shall not adversely affect any right or protection of a
director of the Corporation under this Article XIV as in effect immediately
prior to such repeal or modification with respect to any liability that would
have accrued, but for this Article XIV, prior to such repeal or modification.
ARTICLE XV
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Corporation shall indemnify, to the fullest extent permitted by
applicable law in effect from time to time, any person, and the estate and
personal representative of any such person, against all liability and expense
(including attorneys' fees) incurred by reason of the fact that such person is
or was a director or officer of the
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Corporation or, while serving as a director or officer of the Corporation, such
person is or was serving at the request of the Corporation or any of its
subsidiaries as a director, officer, partner, trustee, employee, fiduciary or
agent of, or in any similar managerial or fiduciary position of, another
domestic or foreign corporation or other individual or entity or of an employee
benefit plan. The Corporation shall also indemnify any person who is serving or
who has served the Corporation as a director, officer, employee, fiduciary or
agent, and such person's estate and personal representative, to the extent and
in the manner provided by any by-law, resolution of the shareholders or
directors, contract or otherwise, so long as such provision is legally
permissible.
The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation
or who 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 any liability asserted against him or her and
incurred by him or her in any such capacity or arising out of his or her status
as such, whether or not the Corporation would have the power to indemnify him or
her against such liability under the provisions of this Article XV.
Executed at Englewood, Colorado on February 21, 1997.
_____________________________
Glenn R. Jones
Chairman of the Board
and Chief Executive Officer
ATTEST:
__________________________
Elizabeth M. Steele
Secretary
[SEAL]
(28547)
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