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Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
BAKER HUGHES INCORPORATED
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PURSUANT TO SECTIONS 245 AND 242 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
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BAKER HUGHES INCORPORATED (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, hereby adopts the following Restated Certificate of Incorporation
pursuant to Sections 245 and 242 of said General Corporation Law and certifies
as follows:
1. The name of this corporation is:
BAKER HUGHES INCORPORATED.
2. The Certificate of Incorporation of the Corporation was originally filed
with the Secretary of State of the State of Delaware on November 3, 1986.
3. The Restated Certificate of Incorporation was duly adopted by unanimous
written consent of the Board of Directors of the Corporation dated December
17, 1986, and by unanimous vote of all the stockholders on December 18, 1986
in accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware.
4. The Restated Certificate of Incorporation supersedes the original
Certificate of Incorporation.
5. The Certificate of Incorporation is hereby amended and restated in its
entirety to read as follows:
FIRST: The name of this Corporation is:
BAKER HUGHES INCORPORATED
SECOND: The address of its registered office in the State of Delaware is
The Corporation Trust Center, 1209 Orange Street in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is
The Corporation Trust Company.
THIRD: The nature of the business or purposes 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 Delaware.
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FOURTH: The total number of shares of stock which the Corporation shall
have the authority to issue is 415,000,000 shares of capital stock
consisting of 15,000,000 shares of preferred stock, par value $1.00 per
share (the "Preferred Stock") and 400,000,000 shares of common stock, par
value $l.00 per share (the "Common Stock").
The designations, powers, preferences and relative, participating,
optional or other special rights and qualifications, limitations or
restrictions of the Preferred Stock shall be established by resolution of
the Board of Directors pursuant to Section 151 of the General Corporation
Law of the State of Delaware.
FIFTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or
repeal the by-laws of the Corporation.
SIXTH: Election of directors need not be by written ballot unless the
by-laws of the Corporation shall so provide.
SEVENTH: The by-laws of the Corporation shall not be made, repealed,
altered, amended or rescinded by the stockholders of the Corporation except
by the vote of the holders of not less than 75% of the total voting power
of all shares of stock of the Corporation entitled to vote in the election
of directors, considered for purposes of this Article SEVENTH as one class.
EIGHTH: No action shall be taken by the stockholders except at an annual
or special meeting of stockholders and stockholders may not act by written
consent.
NINTH: Special meetings of the stockholders of the Corporation for any
purpose or purposes may be called at any time by the Board of Directors, or
by a committee of the Board of Directors which has been duly designated by
the Board of Directors and whose powers and authority, as provided in a
resolution of the Board of Directors or in the by-laws of the Corporation,
include the power to call such meetings. Special meetings of stockholders
of the Corporation may not be called by any other person or persons.
TENTH: No director of this Corporation shall 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
misconduct or a knowing violation of the law, (iii) under Section 174 of
the General Corporation Law of Delaware, or (iv) for any transaction from
which the director derived an improper personal benefit.
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If the General Corporation Law of the State of Delaware is hereafter
amended to authorize corporate action further limiting or eliminating the
personal liability of directors, then the liability of the director to the
Corporation shall be limited or eliminated to the full extent permitted by
the General Corporation Law of the State of Delaware, as so amended from
time to time. Any repeal or modification of this Article shall be
prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the Corporation existing at the time of
such repeal or modification.
ELEVENTH: The initial directors of the Corporation shall serve for a
term ending on the date of the first annual meeting of stockholders next
following September 30, 1987. Thereafter, the Board of Directors shall be
divided into three classes, Class I, Class II and Class III. The number of
directors in each class shall be the whole number contained in the quotient
arrived at by dividing the authorized number of directors by three, and if
a fraction is also contained in such quotient then if such fraction is
one-third (1/3) the extra director shall be a member of Class III and if
the fraction is two-thirds (2/3) one of the extra directors shall be a
member of Class III and the other shall be a member of Class II. After
division of the Board of Directors into classes, each director shall serve
for a term ending on the date of the third annual meeting following the
annual meeting at which such director was elected; provided, however, that
the initial directors appointed to Class I shall serve for a term ending on
the date of the first annual meeting next following September 30, 1988, the
initial directors appointed to Class II shall serve for a term ending on
the date of the second annual meeting next following September 30, 1988,
and the initial directors appointed to Class III shall serve for a term
ending on the date of the third annual meeting next following September 30,
1988.
The number of directors shall be fixed from time to time by the by-laws
of the Corporation or an amendment thereof duly adopted by the Board of
Directors or by the stockholders acting in accordance with Article SEVENTH
herein. In the event of any increase or decrease in the authorized number
of directors, (a) each director then serving as such shall nevertheless
continue as a director of the class of which he is a member until the
expiration of his current term, or his prior death, retirement, resignation
or removal, and (b) the newly created or eliminated directorships
resulting from such increase or decrease shall be apportioned by the Board
of Directors to such class or classes as shall, so far as possible, bring
the number of directors in the respective classes into conformity with the
formula in this Article, as applied to the new authorized number of
directors.
Notwithstanding any of the foregoing provisions of this Article, each
director shall serve until his successor is elected and qualified or until
his death, retirement, resignation or removal. No director may be removed
during his term except for cause.
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TWELFTH: The affirmative vote of the holders of not less than 75% of
the outstanding shares of "Voting Stock" (as hereinafter defined) of the
Corporation, including the affirmative vote of the holders of not less than
66 2/3% of the outstanding shares of Voting Stock not owned, directly or
indirectly, by any "Related Person" (as hereinafter defined), shall be
required for the approval or authorization of any "Business Combination"
(as hereinafter defined) of the Corporation with any Related Person;
provided, however, that the 66 2/3% voting requirement referred to above
shall not be applicable if the Business Combination is approved by the
affirmative vote of the holders of not less than 90% of the outstanding
shares of Voting Stock; and further provided that the 75% voting
requirement shall not be applicable if:
(1) The Board of Directors of the Corporation by a vote of not less than 75%
of the directors then holding office (a) have expressly approved in advance
the acquisition of outstanding shares of Voting Stock of the Corporation that
caused the Related Person to become a Related Person or (b) have approved the
Business Combination prior to the Related Person involved in the Business
Combination having become a Related Person;
(2) The Business Combination is solely between the Corporation and another
corporation, 100% of the Voting Stock of which is owned directly or
indirectly by the Corporation; or
(3) All of the following conditions have been met: (a) the Business
Combination is a merger or consolidation, the consummation of which is
proposed to take place within one year of the date of the transaction pursuant
to which such person became a Related Person and the cash or fair market value
of the property, securities or other consideration to be received per share by
holders of Common Stock of the Corporation in the Business Combination is not
less than the highest per share price (with appropriate adjustments for
recapitalizations and for stock splits, reverse stock splits and stock
dividends) paid by the Related Person in acquiring any of its holdings of the
Corporation's Common Stock; (b) the consideration to be received by such
holders is either cash or, if the Related Person shall have acquired the
majority of its holdings of the Corporation's Common Stock for a form of
consideration other than cash, in the same form of consideration as the
Related Person acquired such majority; (c) after such Related Person has
become a Related Person and prior to the consummation of such Business
Combination: (i) except as approved by a majority of the "Continuing
Directors" (as hereinafter defined), there shall have been no failure to
declare and pay at the regular date therefor any full quarterly dividends
(whether or not cumulative) on any outstanding Shares of Preferred Stock of
the Corporation, (ii) there shall have been no reduction in the annual rate
of dividends paid per share on the Corporation's Common Stock (adjusted as
appropriate for recapitalizations and for stock splits, reverse stock splits
and stock dividends) except as approved by a majority of the Continuing
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Directors, (iii) such Related Person shall not have become the "Beneficial
Owner" (as hereinafter defined) of any additional shares of Voting Stock of
the Corporation except as part of the transaction which resulted in such
Related Person becoming a Related Person, and (iv) such Related Person shall
not have received the benefit, directly or indirectly (except proportionately
as a stockholder), of any loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other tax advantages provided by
the Corporation, whether in anticipation of or in connection with such
Business Combination or otherwise; and (d) a proxy statement, responsive to
the requirements of the Securities Exchange Act of 1934, as amended ("Exchange
Act") and the rules and regulations thereunder (or any subsequent provisions
replacing the Exchange Act, rules or regulations), shall be mailed to all
stockholders of record at least 30 days prior to the consummation of the
Business Combination for the purpose of soliciting stockholder approval of the
Business Combination and shall contain at the front thereof, in a prominent
place, any recommendations as to the advisability (or inadvisability) of the
Business Combination which the Continuing Directors, or any of them, may
choose to state and, if deemed advisable by a majority of the Continuing
Directors, an opinion of a reputable investment banking firm as to the
fairness (or unfairness) of the terms of such Business Combination from the
point of view of the remaining stockholders of the Corporation (such
investment banking firm to be selected by a majority of the Continuing
Directors and to be paid a reasonable fee for its services by the Corporation
upon receipt of such opinion).
For the purposes of this Article:
(i) The term "Business Combination" shall mean (a) any merger or
consolidation of the Corporation or a subsidiary with or into a Related
Person, (b) any sale, lease, exchange, transfer or other disposition,
including without limitation a mortgage or any other security device, of all
or any "Substantial Part" (as hereinafter defined) of the assets either of the
Corporation (including, without limitation, any voting securities of a
subsidiary) or of a subsidiary to a Related Person (other than a distribution
by the Corporation or a subsidiary to the Related Person of assets in
connection with a pro rata distribution by the Corporation to all
stockholders), (c) any merger or consolidation of a Related Person with or
into the Corporation or a subsidiary of the Corporation, (d) any sale, lease,
exchange, transfer or other disposition of all or any Substantial Part of the
assets of a Related Person to the Corporation or a subsidiary of the
Corporation, (e) the issuance of any securities (other than by way of pro rata
distribution to all stockholders) of the Corporation or a subsidiary of the
Corporation to a Related Person, (f) the acquisition by the Corporation or a
subsidiary of the Corporation of any securities of a Related Person, (g) any
recapitalization that would have the effect of increasing the voting power of
a Related Person, (h) any series or combination of transactions having the
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same effect, directly or indirectly, as any of the foregoing and (i) any
agreement, contract or arrangement providing for any of the transactions
described in this definition of Business Combination.
(ii) The term "Continuing Director" shall mean any member of the Board of
Directors of the Corporation who is not affiliated with a Related Person and
who was a member of the Board of Directors immediately prior to the time that
the Related Person became a Related Person, and any successor to a Continuing
Director who is not affiliated with the Related Person and is recommended to
succeed a Continuing Director by a majority of Continuing Directors then
serving as members of the Board of Directors of the Corporation.
(iii) The term "Related Person" shall mean and include any individual,
corporation, partnership or other person or entity which, together with its
"Affiliates" and "Associates" (as defined on October 1, 1986 in Rule 12b-2
under the Exchange Act), is the "Beneficial Owner" (as defined on October 1,
1986 in Rule 13d-3 under the Exchange Act) in the aggregate of 10% or more of
the outstanding Voting Stock of the Corporation, and any Affiliate or
Associate of any such individual, corporation, partnership or other person or
entity.
(iv) The term "Substantial Part" shall mean more than 10% of the book value
of the total assets of the Corporation in question as of the end of its most
recent fiscal year ending prior to the time the determination is being made.
(v) Without limitation, any shares of Common Stock of the Corporation that
any person has the right to acquire pursuant to any agreement, or upon
exercise of conversion rights, warrants or options, or otherwise, shall be
deemed beneficially owned by such person.
(vi) For the purposes of subparagraph (3) of this Article, the term "other
consideration to be received" shall include, without limitation, Common Stock
of the Corporation retained by its existing public shareholders in the event
of a Business Combination in which the Corporation is the surviving
corporation.
(vii) The term "Voting Stock" shall mean all outstanding shares of capital
stock of the Corporation or another corporation entitled to vote generally in
the election of directors and each reference to a proportion of shares of
Voting Stock shall refer to such proportion of the votes entitled to be cast
by such shares.
THIRTEENTH: The provisions set forth in this Article THIRTEENTH and in
Articles SEVENTH (dealing with the alteration of Bylaws by stockholders),
EIGHTH (dealing with the prohibition against stockholder action without
meetings), TENTH (dealing with
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liability of directors), ELEVENTH (dealing with the classification and number
of directors) and TWELFTH (dealing with the 75% vote of stockholders required
for certain Business Combinations) herein may not be repealed or amended in
any respect, and no Article imposing cumulative voting in the election of
directors may be added, unless such action is approved by the affirmative vote
of not less than 75% of the total voting power of all shares of stock of the
Corporation entitled to vote in the election of directors, considered for
purposes of this Article THIRTEENTH as one class. Amendment to the provisions
set forth in this Article THIRTEENTH and in Article TWELFTH shall also require
the affirmative vote of 66 2/3% of such total voting power excluding the vote
of shares owned by a "Related Person" (as defined in Article THIRTEENTH). The
voting requirements contained in Article SEVENTH, Article TWELFTH and this
Article THIRTEENTH herein shall be in addition to the voting requirements
imposed by law, other provisions of this Certificate of Incorporation or any
Certificate of Designation of Preferences in favor of certain classes or
series of classes of shares of the Corporation.
FOURTEENTH: The Corporation reserves the right to amend, alter, change or
repeal any provisions contained in this Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation. Notwithstanding the foregoing, the provision set forth in
Articles SEVENTH, EIGHTH, TENTH, ELEVENTH, TWELFTH and THIRTEENTH may not be
repealed or amended in any respect unless such repeal or amendment is
approved as specified in Article THIRTEENTH herein.
IN WITNESS WHEREOF, BAKER HUGHES INCORPORATED has caused this Restated
Certificate of Incorporation to be executed, signed and acknowledged by Patrick
T. Doyle, its Vice President, who states under penalty of perjury that the
facts stated herein are true, and to be attested by Sandra E. Alford, its
Assistant Secretary this 3rd day of April, 1987.
/s/ Patrick T. Doyle
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Patrick T. Doyle
Vice President
Attest:
/s/ Sandra E. Alford
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Sandra E. Alford
Assistant Secretary
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