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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
DAILEY INTERNATIONAL INC.
Pursuant to Section 303 of the Delaware General Corporation Law, Dailey
International Inc. (the "Corporation"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware, for
the purpose of amending its Restated Certificate of Incorporation, as previously
amended (the "Restated Certificate of Incorporation"),
DOES HEREBY CERTIFY:
FIRST: That the following amendments to the Corporation's Restated
Certificate of Incorporation were generally approved by an order entered on
August 20, 1999 (the "Confirmation Order") by the United States Bankruptcy Court
for the District of Delaware (the "Bankruptcy Court") confirming the Debtor's
Joint Plan of Reorganization of the Corporation (the "Plan"), in the case styled
In re Dailey International Inc. (Case No. 99-1233 (PJW)). The Confirmation Order
provides, among other things, for the making and filing of this Certificate of
Amendment by the Corporation's officers, including the execution hereof by the
undersigned officer of the Corporation. The Bankruptcy Court has jurisdiction
over the Corporation's reorganization proceedings under Chapter 11 of the United
States Bankruptcy Code, 11 U.S.C. ss.101 et seq.
SECOND: The amendments effectuate certain changes to the Corporation's
Restated Certificate of Incorporation, which changes are summarized in this
Article Second and are required or permitted by the Plan and the Confirmation
Order. The amendments (i) amend and restate Article 4 of the Corporation's
Restated Certificate of Incorporation in its entirety, (ii) amend and restate
Article 6 of the Corporation's Restated Certificate of Incorporation in its
entirety, (iii) add a new Article 8 canceling and retiring all previously issued
shares of capital stock, whether outstanding or held in the Corporation's
treasury, and effecting a net reduction in the Corporation's stated capital
through both the cancellation and retirement of previously issued shares of
capital stock and the issuance of 1,000 shares of Common Stock under the Plan,
and (iv) add a new Article 9 required by the United States Bankruptcy Code
prohibiting the issuance of non-voting equity securities.
THIRD: That in accordance with the Plan and Confirmation Order, Article
4 of the Restated Certificate of Incorporation of the Corporation is hereby
amended to read, in its entirety, as follows:
"ARTICLE 4
The total number of shares of stock of all classes which the
Corporation shall have authority to issue is 1,000 shares, consisting
of 1,000 shares of Common Stock, having a par value of $1.00 per share
(the "Common Stock").
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FOURTH: That in accordance with the Plan and Confirmation Order,
Article 6 of the Certificate of Incorporation of the Corporation is hereby
amended to read, in its entirety, as follows:
"ARTICLE 6
Election of directors need not be by written ballot unless the
by-laws of the Corporation shall so provide. All of the powers of the
Corporation, insofar as the same may be lawfully vested by this
Restated Certificate of Incorporation, as amended, 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, 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 the by-laws of
the Corporation, subject to the right of the stockholders of the
Corporation entitled to vote thereon to adopt, amend or repeal by-laws
of the Corporation."
FIFTH: That in accordance with the Plan and Confirmation Order,
Articles 8 and 9 are hereby added to the Restated Certificate of Incorporation
to read as follows:
"ARTICLE 8
Effective as of the filing with the Secretary of State of
Delaware of this Certificate of Amendment (the "Effective Time"), the
Corporation does hereby cancel and retire in their entirety all shares
of the Corporation's capital stock, including all shares of Class A
Common Stock, par value $0.01 per share and all shares of Class B
Common Stock par value $0.01 per share, whether issued prior to the
Effective Time or being authorized but unissued shares of capital
stock. Each share of the Corporation's capital stock, including all
shares of Class A Common Stock, par value $0.01 per share and all
shares of Class B Common Stock par value $0.01 per share, issued prior
to the Effective Time shall, at the Effective Time, by virtue of the
filing of this Certificate of Amendment with the Secretary of State of
the State of Delaware and without any action on the part of the holder
thereof, automatically be, and hereby is, canceled and retired in its
entirety.
ARTICLE 9
From and after the Effective Time, the Corporation shall be
prohibited from issuing non-voting equity securities in accordance with
and to the extent required by Section 1123(a)(6) of the United States
Bankruptcy Code (11 U.S.C. ss.1123(a)(6))."
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IN WITNESS WHEREOF, the Corporation has executed this Certificate of
Amendment, this 31 day of August, 1999.
DAILEY INTERNATIONAL INC.
By: /s/ RANDALL D. STILLEY
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Name: Randall D. Stilley
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Title: President
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