1
EXHIBIT 3.1
EVI WEATHERFORD, INC.
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
EVI Weatherford, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "Company"),
does hereby certify:
FIRST: That the Board of Directors of the Company, at a special meeting
duly held on August 7, 1998, unanimously adopted resolutions proposing and
declaring advisable the following amendment to the Amended and Restated
Certificate of Incorporation of the Company and directed that such amendment be
considered at the next annual meeting of stockholders of the Company:
To amend Article 1 of the Amended and Restated Certificate of
Incorporation in its entirety to read as follows:
"1. The name of the Corporation is Weatherford
International, Inc."
SECOND: That at the annual meeting of stockholders of the Company duly
called and held on September 21, 1998, in accordance with Section 222 of the
General Corporation Law of the State of Delaware, the holders of a majority of
the shares of Common Stock of the Company entitled to vote on such amendment
voted in favor of such amendment.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Certificate to be signed
by Bernard J. Duroc-Danner, its Chairman of the Board, President and Chief
Executive Officer, this 21st day of September, 1998.
EVI WEATHERFORD, INC.
By: /s/ Bernard J. Duroc-Danner
--------------------------------
Bernard J. Duroc-Danner
Chairman of the Board, President
and Chief Executive Officer
2
CERTIFICATE OF MERGER
MERGING
WEATHERFORD ENTERRA, INC.,
A DELAWARE CORPORATION,
INTO
EVI, INC.,
A DELAWARE CORPORATION
Pursuant to the provisions of Section 251(c) of the General Corporation
Law of the State of Delaware (the "DGCL"), the undersigned corporation submits
the following Certificate of Merger for the purpose of effecting a merger under
the DGCL.
1. The name and state of incorporation of each of the constituent
corporations are as follows:
Name of Corporation State of Incorporation
------------------------- ----------------------
Weatherford Enterra, Inc. Delaware
EVI, Inc. Delaware
2. An agreement and plan of merger (the "Merger Agreement") has been
approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with Section 251 of the DGCL.
3. The name of the surviving corporation is EVI, Inc.
4. Pursuant to the terms of the Merger Agreement, the restated certificate
of incorporation of the surviving corporation shall be amended and restated and
is attached hereto as Annex A in its entirety.
5. The executed Merger Agreement is on file at the principal place of
business of the surviving corporation, located at 5 Post Oak Park, Suite 1760,
Houston, Texas 77027.
6. A copy of the Merger Agreement will be furnished by the surviving
corporation, on request and without cost, to any stockholder of any constituent
corporation.
Dated as of the 27th day of May, 1998.
EVI, INC.
/s/ Bernard J. Duroc-Danner
-----------------------------------------
Bernard J. Duroc-Danner
President and
Chief Executive Officer
3
ANNEX A
-------
EVI WEATHERFORD, INC.
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
1. The name of the Corporation is EVI Weatherford, Inc.
2. The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle. The name of the Corporation's registered
agent at such address is The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted by
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.
4. The total number of shares of stock of all classes which the
Corporation has authority to issue is Two Hundred and Fifty-Three Million
(253,000,000) shares, of which Two Hundred and Fifty Million (250,000,000)
shares shall be Common Stock, with a par value of one dollar ($1.00) per share
("Common Stock"), and Three Million (3,000,000) shares shall be Preferred
Stock, with a par value of one dollar ($1.00) per share ("Preferred Stock").
The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions of the shares of each class of
stock are as follows:
PREFERRED STOCK
Preferred Stock may be issued from time to time by the Board
of Directors as shares of one or more series. Subject to the
provisions hereof and the limitations prescribed by law, the Board
of Directors is hereby vested with the authority and is expressly
authorized, prior to issuance, by adopting resolutions providing
for the issuance of, or providing for a change in the number of,
shares of any particular series and, if and to the extent from
time to time required by law, by filing a certificate pursuant to
the General Corporation Law (or other law hereafter in effect
relating to the same or substantially similar subject matter), to
establish or change the number of shares to be included in each
such series and to fix the designation and relative powers,
preferences and rights and the qualifications and limitations or
restrictions thereof relating to the shares of each such series.
The vested authority of the Board of Directors with respect to
each series shall include, but not be limited to, the
determination of the following:
(a) the distinctive serial designation of such
series and the number of shares constituting such
series (provided that the aggregate number of shares
constituting all series of Preferred Stock shall not
exceed Three Million (3,000,000));
A-1
4
(b) the annual dividend rate, if any, on shares
of such series and the preferences, if any, over any
other series (or of any other series over such series)
with respect to dividends, and whether dividends shall
be cumulative and, if so, from which date or dates;
(c) whether the shares of such series shall be
redeemable and, if so, the terms and conditions of
such redemption, including the date or dates upon and
after which such shares shall be redeemable, and the
amount per share payable in case of redemption, which
amount may vary under different conditions and at
different redemption dates;
(d) the obligation, if any, of the Corporation to
purchase or redeem shares of such series pursuant to a
sinking fund or purchase fund and, if so, the terms of
such obligation;
(e) whether shares of such series shall be
convertible into, or exchangeable for, shares of stock
of any other class or classes or any stock of any
series of the same class or any other class or classes
or any evidences of indebtedness and, if so, the terms
and conditions of such conversion or exchange,
including the price or prices or the rate or rates of
conversion or exchange and the terms of adjustment, if
any;
(f) whether the shares of such series shall have
voting rights, in addition to the voting rights
provided by law, and if so, the terms of such voting
rights, including, without limitation, whether such
shares shall have the right to vote with the Common
Stock on issues on an equal, greater or lesser basis;
(g) the rights of the shares of such series in
the event of a voluntary or involuntary liquidation,
dissolution, winding up or distribution of assets of
the Corporation;
(h) whether the shares of such series shall be
entitled to the benefit of conditions and restrictions
upon (i) the creation of indebtedness of the
Corporation or any subsidiary, (ii) the issuance of
any additional stock (including additional shares of
such series or of any other series) or (iii) the
payment of dividends or the making of other
distributions on the purchase, redemption or other
acquisition by the Corporation or any subsidiary of
any outstanding stock of the Corporation; and
(i) any other relative rights, powers,
preferences, qualifications, limitations or
restrictions thereof relating to any such series.
A-2
5
Except where otherwise set forth in the resolution or
resolutions adopted by the Board of Directors providing for the
issuance of any series of Preferred Stock, the number of shares
comprising such series may be increased or decreased (but not
below the number of shares then outstanding) from time to time by
like action of the Board of Directors. The shares of Preferred
Stock of any one series shall be identical with the other shares
in such series in all respects except as to the dates from and
after which dividends thereon shall cumulate, if cumulative.
Shares of any series of Preferred Stock which have been
redeemed (whether through the operation of a sinking fund or
otherwise) or purchased by the Corporation, or which, if
convertible or exchangeable, have been converted into or exchanged
for shares of stock of any other class or classes shall have the
status of authorized and unissued shares of Preferred Stock and
may be reissued as a part of the series of which they were
originally a part or may be reclassified and reissued as part of a
new series of Preferred Stock to be created by resolution or
resolutions of the Board of Directors or as part of any other
series of Preferred Stock, all subject to the conditions or
restrictions on issuance set forth in the resolution or
resolutions adopted by the Board of Directors providing for the
issuance of any series of Preferred Stock and to any filing
required by law.
Subject to the rights of any outstanding shares of any series
of Preferred Stock, this Restated Certificate of Incorporation may
be amended from time to time in a manner that would solely modify
or change the relative powers, preferences and rights and the
qualifications and limitations or restrictions of any issued
shares of any series of Preferred Stock then outstanding with the
only required vote or consent for approval of such amendment being
the affirmative vote or consent of the holders of a majority of
the outstanding shares of the series of Preferred Stock so
affected provided that the powers, preferences and rights and the
qualification and limitations or restrictions of such series after
giving effect to such amendment are no greater than the powers,
preferences and rights and the qualifications and limitations or
restrictions permitted to be fixed and determined by the Board of
Directors with respect to the establishment of any new series of
shares of Preferred Stock pursuant to the authority vested in the
Board of Directors by this Article 4. Approval of any such
amendment by the holders of the Common Stock shall not be required
and any such amendment shall be deemed not to have affected the
holders of the Common Stock adversely.
The number of authorized shares of Preferred Stock may be
increased or decreased by the affirmative vote of the holders of a
majority of the stock of the Corporation entitled to vote without
the separate vote of holders of Preferred Stock as a class.
COMMON STOCK
Subject to all of the rights of the Preferred Stock, and
except as may be expressly provided with respect to the Preferred
Stock herein, by law or by the Board of Directors pursuant to this
Article 4:
A-3
6
(a) dividends may be declared and paid or set
apart for payment upon Common Stock out of any assets
or funds of the Corporation legally available for the
payment of dividends and may be payable in cash, stock
or otherwise;
(b) the holders of Common Stock shall have the
exclusive right to vote for the election of directors
and on all other matters requiring stockholder action,
each share being entitled to one vote; and
(c) upon the voluntary or involuntary
liquidation, dissolution or winding up of the
Corporation, the net assets of the Corporation shall
be distributed pro rata to the holders of Common Stock
in accordance with their respective rights and
interests to the exclusion of the holders of the
Preferred Stock.
5. The Corporation is to have perpetual existence.
6. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
To authorize and cause to be executed mortgages and liens
upon the real and personal property of the Corporation.
To set apart out of any of the funds of the Corporation
available for dividends a reserve or reserves for any proper
purpose and to abolish any such reserve in the manner in which it
was created.
By a majority vote of the whole board, to designate one or
more committees. Any such committee, to the extent provided in the
resolution of the board of directors, or in the by-laws of the
Corporation, shall have and may exercise all the powers and
authority of the board of directors in the management of the
business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or
authority in reference to amending the certificate of
incorporation (except that a committee may, to the extent
authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the board of directors as
provided in Section 151(a) of the Delaware General Corporation
Law, fix any of the preferences or rights of such shares relating
to dividends, redemption, dissolution, any distribution of assets
of the Corporation or the conversion into, or the exchange of such
shares for, shares of any other class or classes, or any other
series of the same or any other class or classes of stock of the
Corporation), adopting an agreement of merger or consolidation
under Section 251 or 252 of the Delaware General Corporation Law,
recommending to the stockholders the sale, lease or exchange of
all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation
or a revocation of a dissolution, or amending the bylaws of the
Corporation; and, unless the resolution, bylaws or certificate of
incorporation expressly so provides, no such committee shall have
the
A-4
7
power or authority to declare a dividend, to authorize the
issuance of stock or to adopt a certificate of ownership and
merger pursuant to Section 253 of the Delaware General Corporation
Law.
When and as authorized by the stockholders in accordance with
statute, to sell, lease or exchange all or substantially all of
the property and assets of the Corporation, including its good
will and its corporate franchises, upon such terms and conditions
and for such consideration, which may consist in whole or in part
of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board
of directors shall deem expedient and for the best interest of the
Corporation.
7. Elections of directors need not be by written ballot unless the by-laws
of the Corporation shall so provide.
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the Corporation.
Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under the provisions
of Section 291 of Title 8 of the Delaware Code or on the application of
trustees in dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
8. All of the powers of the Corporation, insofar as the same may be
lawfully vested by this Restated Certificate of Incorporation in the Board of
Directors of the Corporation, are hereby conferred upon the Board of Directors
of the Corporation.
In furtherance and not in limitation of the foregoing provisions of this
Article 8, and for the purpose of the orderly management of the business and
the conduct of the affairs of the Corporation, the Board of Directors of the
Corporation shall have the power to adopt, amend or repeal from time to time
any provision of the by-laws of the Corporation (including, without limitation,
by-laws governing the conduct of, and the matters which may properly be brought
before, meetings of the stockholders and by-laws specifying the manner and
extent to which prior notice shall be given of the submission of proposals to
be submitted at any meeting of stockholders or of nominations of
A-5
8
elections of directors to be held at any such meeting) by the vote of a
majority of the entire Board of Directors, subject to the right of the
stockholders of the Corporation entitled to vote thereon to adopt, amend or
repeal by-laws of the Corporation. In addition to any requirements of law and
any other provision of this Restated Certificate of Incorporation or any
resolution or resolutions of the Board of Directors adopted pursuant to Article
4 of this Restated Certificate of Incorporation (and notwithstanding the fact
that a lesser percentage may be specified by law, this Restated Certificate of
Incorporation or any such resolution or resolutions), the affirmative vote of
the holders of 80% or more of the combined voting power of the then outstanding
shares of stock of all classes and series of stock the holders of which are
entitled to vote generally in the election of directors, voting together as a
single class, shall be required to adopt, amend, alter or repeal any provision
of the by-laws.
9. The Corporation reserves the right to amend, alter, change or repeal
any provision 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.
10. To the fullest extent that the General Corporation Law of the State of
Delaware as it exists on the date hereof and as it may hereafter be amended
permits the limitation or elimination of the liability of directors, no
director of the 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
law, (iii) under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. No amendment to or repeal of this Article shall
apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of
such director occurring prior to such amendment or repeal.
A-6