1
Exhibit 3
RESTATED AND AMENDED ARTICLES OF INCORPORATION
OF
COEUR D'ALENE MINES CORPORATION
Pursuant to the provisions of Section 30-1-1007 of the Idaho Business
Corporation Act, the undersigned corporation, pursuant to resolutions duly
adopted by its board of directors and shareholders, hereby adopts the following
restated and amended articles of incorporation:
ARTICLE I
That the name of said corporation shall be "COEUR D'ALENE MINES
CORPORATION."
ARTICLE II
(a) The corporation is authorized to issue two classes of shares of capital
stock to be designated, respectively, "common stock" and "preferred stock". The
total number of such shares which the corporation shall have the authority to
issue shall be 135 million. The total number of shares of common stock
authorized to be issued shall be 125 million shares, $1.00 par value per share,
and the total number of shares of preferred stock authorized to be issued shall
be 10 million, $1.00 par value per share.
(b) The shares of preferred stock may be issued from time to time in one or
more series. The Board of Directors is hereby authorized to establish from time
to time by resolution of resolutions the number of shares to be included in each
such series, and to fix the designation, powers, preferences and relative
participating, optional, conversion and other special rights of the shares of
each such series and the qualifications, limitations or restrictions thereof,
including but not limited to the fixing or alteration of the dividend rights,
dividend rate or rates, conversion rights, voting rights, rights and terms of
redemption (including sinking fund provisions), the redemption price or prices,
and the liquidation preferences of any wholly unissued series of shares of
preferred stock, or any or all of them, all to the fullest extent now or
hereafter permitted by the Idaho Business Corporation Act; and to increase or
decrease the authorized number of shares of any series subsequent to the issue
of shares of that series. In case the number of shares of any
2
series shall be so decreased, the shares constituting such decrease shall resume
the status which they had prior to the adoption of the resolution originally
fixing the number of shares of such series. No vote of the holders of the common
stock or preferred stock shall, unless otherwise provided in the resolutions
adopted by the Board of Directors creating any particular series of preferred
stock, be a prerequisite to the issuance of any shares of any series of the
preferred stock authorized by and complying with the conditions of this Article.
(c) Holders of the corporation's common stock shall have no preemptive
rights to acquire unissued or treasury shares or securities convertible into
such shares of the corporation's capital stock or carrying a right to subscribe
to or acquire shares. Holders of the corporation's preferred stock shall have no
preemptive rights to acquire unissued or treasury shares of the corporation's
capital stock or carrying a right to subscribe to acquire shares, except to the
extent provided under the resolution or resolutions adopted by the Board of
Directors, creating any particular series of such preferred stock.
ARTICLE III
The street address of the corporation's registered office is 505 Front
Avenue, Coeur d'Alene, Idaho 83814 and the name of its registered agent at that
address is Dennis E. Wheeler.
ARTICLE IV
The name and address of each incorporator is Joseph R. Gunn of Spokane,
Washington, George Turner of Spokane, Washington, R.W. Nuzum of Spokane,
Washington and Fred T. Fudge of Kellogg, Idaho.
ARTICLE V
Section 1. Vote Required for Certain Business Combinations
A. Higher Vote for Certain Business Combinations. In addition to any
affirmative vote required by law or these Articles of Incorporation, and except
as otherwise expressly provided in Section 2 of this Article V:
(i) any merger or consolidation of the Company or any Subsidiary (as
hereinafter defined) with (a) any Interested Shareholder (as hereinafter
defined) or (b) any other corporation or other person (whether or not
itself an Interested Shareholder) which is, or after
2
3
such merger or consolidation would be, an Affiliate (as hereinafter
defined) of an Interested Shareholder; or
(ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Interested Shareholder or any Affiliate of any Interested Shareholder of
any assets of the Company or any Subsidiary (in one transaction or a series
of transactions) of any securities of the Company or any Subsidiary to any
Interested Shareholder or any Affiliate of any Interested Shareholder in
exchange for cash, securities or other property (or a combination thereof)
having an aggregate Fair Market Value of $20 million or more; or
(iii) the issuance or transfer by the Company or any Subsidiary (in
one transaction or a series of transactions) of any securities of the
Company or any Subsidiary to any Interested Shareholder or any Affiliate of
any Interested Shareholder in exchange for cash, securities or other
property (or a combination thereof) having an aggregate Fair Market Value
of $20 million or more; or
(iv) the adoption of any plan or proposal for the liquidation or
dissolution of the Company proposed by or on behalf of an Interested
Shareholder or any Affiliate of any Interested Shareholder; or
(v) any reclassification of securities (including any reverse stock
split), or recapitalization of the Company, or any merger or consolidation
of the Company with any of its Subsidiaries or any other transaction
(whether or not with or into or otherwise involving an Interested
Shareholder) which has the effect, directly or indirectly, of increasing
the proportionate share of the outstanding shares of any class of equity or
convertible securities of the Company or any Subsidiary which is directly
or indirectly owned by any Interested Shareholder or any Affiliate of any
Interested Shareholder;
shall require the affirmative vote of the holders of at least 80% of the shares
of Common Stock of the Company entitled to vote generally in the election of
directors (the "Common Stock"). Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or in any agreement.
B. Definition of "Business Combination". The term
3
4
"Business Combination" as used in this Article V shall mean any transaction
which is referred to in any one or more of clauses (i) through (v) of paragraph
A of this Section 1.
Section 2. When Higher Vote is Not Required. The provisions of Section 1 of
this Article V shall not be applicable to any particular Business Combination,
and such Business Combination shall require only such affirmative vote as is
required by law and any other provision of these Articles of Incorporation, if
all of the conditions specified in either of the following paragraphs A and B
are met:
A. Approval by Continuing Directors. The Business Corporation shall have
been approved by a majority of the Continuing Directors (as hereinafter
defined).
B. Price and Procedure Requirements. All of the following conditions
shall have been met:
(i) The aggregate amount of the cash and the Fair Market Value (as
hereinafter defined) as of the date of the consummation of the Business
Combination of consideration other than cash to be received per share by
holders of Common Stock in such Business Combination shall be at least
equal to the higher of the following:
(a) (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers' fees)
paid by the Interested Shareholder for any shares of Common Stock
acquired by it (1) within the two-year period immediately prior to the
first public announcement of the proposal of the Business Combination
(the "Announcement Date") or (2) in the transaction in which it became
an Interested Shareholder, whichever is higher; and
(b) the Fair Market Value per share of Common Stock on the
Announcement Date or on the date on which the Interested Shareholder
became an Interested Shareholder (such latter date is referred to in
this Article V as the "Determination Date"), whichever is higher.
(ii) The consideration to be received by holders of the Common Stock
shall be in cash or in the same form as the Interested Shareholder has
previously paid for shares of such Common Stock. If the Interested
4
5
Shareholder has paid for shares of Common Stock with varying forms of
consideration, the form of consideration for such Common Stock shall be
either cash or the form used to acquire the largest number of shares of
such Common Stock previously acquired by it.
(iii) After such Interested Shareholder has become an Interested
Shareholder, such Interested Shareholder shall not have received the
benefit, directly or indirectly (except proportionately as a shareholder),
of any loans, advances, guarantees, pledges or other financial assistance
or any tax credits or other tax advantages provided by the Company, whether
in anticipation of or in connection with such Business Combination or
otherwise.
(iv) A proxy or information statement describing the proposed Business
Combination and complying with the requirements of the Securities Exchange
Act of 1934 and the rules and regulations thereunder (or any subsequent
provisions replacing such Act, rules or regulations) shall be mailed to
public shareholders of the Company at least 30 days prior to the
consummation of such Business Combination (whether or not such proxy or
information statement is required to be mailed pursuant to such Act or
subsequent provisions).
Section 3. Certain Definitions. For the purposes of this Article V:
A. A "person" shall mean any individual, firm, corporation or other
entity.
B. "Interested Shareholder" shall mean any person (other than the Company
or any Subsidiary of the Company) which:
(i) is the beneficial owner, directly or indirectly, of more than 10%
of the outstanding shares of the Company's Common Stock; or
(ii) is an Affiliate of the Company and at any time within the
two-year period immediately prior to the date in question was the
beneficial owner, directly or indirectly, of 10% or more of the then
outstanding Common Stock; or
(iii) is an assignee of or has otherwise succeeded to any shares of
Common Stock which were at any time within the two-year period immediately
prior to the date in question beneficially owned by any Interested
Shareholder, if such assignment or
5
6
succession shall have occurred in the course of a transaction or series of
transactions not involving a public offering within the meaning of the
Securities Act of 1933;
provided, however, that a person shall not be an Interested Shareholder if
such person became the beneficial owner of more than 10% of the Company's
Common Stock prior to April 3, 1985.
C. A person shall be a "beneficial owner" of any Common Stock:
(i) which such person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or indirectly; or
(ii) which such person or any of its Affiliates or Associates has (a)
the right to acquire (whether such right is exercisable immediately or only
after the passage of time), pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (b) the right to vote pursuant to any
agreement, arrangement or understanding; or
(iii) which are beneficially owned, directly or indirectly, by any
other person with which such person or any of its Affiliates or Associates
has any agreement, arrangement or understanding or the purpose of
acquiring, holding, voting or disposing of any shares of Common Stock.
D. For the purpose of determining whether a person is an Interested
Shareholder pursuant to paragraph B of this Section 3, the number of shares of
Common Stock deemed to be outstanding shall include shares deemed owned through
application of paragraph C of this Section 3 but shall not include any other
shares of Common Stock which may be issuable pursuant to any agreement,
arrangement or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.
E. "Affiliate" or "Associate" shall have the respective meanings ascribed
to such terms in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as in effect on April 3, 1985.
F. "Subsidiary" means any corporation of which a majority of any class of
equity security is owned, directly or indirectly, by the Company, provided,
however, that for the purposes of the
6
7
definition of Interested Shareholder, set forth in paragraph B of this Section
3, the term "Subsidiary" shall mean only a corporation of which a majority of
each class of equity security is owned, directly or indirectly, by the Company.
G. "Continuing Director" means any member of the Board of Directors of the
Company (the "Board") who is unaffiliated with the Interested Shareholder and
was a member of the Board prior to the time that the Interested Shareholder
became an Interested Shareholder, and any successor of a Continuing Director who
is unaffiliated with the Interested Shareholder and is recommended to succeed a
Continuing Director by the majority of Continuing Directors than on the Board.
H. "Fair Market Value" means: (i) in the case of stock, the highest closing
sale price during the 30-day period immediately preceding the date in question
of a share of such stock on the Composite Tape for New York Stock Exchange
Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New
York Stock Exchange, or, if such stock is not listed on such Exchange, on the
principal United States securities exchange registered under the Securities
Exchange Act of 1934 on which such stock is listed, or, if such stock is not
listed on any such exchange, the highest closing bid quotation with respect to a
share of such stock during the 30-day period preceding the date in question on
the National Association of Securities Dealers, Inc. Automated Quotations System
or any system then in use, or if no such quotations are available, the fair
market value on the date in question of a share of such stock as determined by
the Board in good faith; and (ii) in the case of property other than cash or
stock, the fair market value of such property on the date in question as
determined by the Board in good faith.
I. In the event of any Business Combination in which the Company survives,
the phrase "other consideration to be received" as used in paragraph B(i) of
Section 2 of this Article V shall include the shares of Common Stock retained by
the holders of such shares.
Section 4. Powers of the Board of Directors. A majority of the directors of
the Company shall have the power and duty to determine for the purposes of this
Article V, on the basis of information known to it after reasonable inquiry, (A)
whether a person is an Interested Shareholder, (B) the number of shares of
Common Stock beneficially owned by any person, (C) whether a person is an
Affiliate or Associate of another and (D) whether the assets which are the
subject of any Business Combination have, or the consideration to be received
for the issuance or transfer of securities by the Company or any Subsidiary in
any Business Combination has, an aggregate Fair Market Value of $20 million or
more. Any such determination made in good faith shall
7
8
be binding and conclusive on all parties.
Section 5. No Effect on Fiduciary Obligations of Interested Shareholders.
Nothing contained in this Article V shall be construed to relieve any Interested
Shareholder from any fiduciary obligation imposed by law.
Section 6. Amendment, Repeal, etc. Notwithstanding any other provision of
or the By-Laws of the Company (and notwithstanding the fact that a lesser
percentage may be specified by law, these Articles of Incorporation or the
By-Laws of the Company), the affirmative vote of the holders of 80% or more of
the outstanding shares of the Company's Common Stock shall be required to amend
or repeal, or adopt any provisions inconsistent with this Article V.
ARTICLE VI
The personal liability of a director of the corporation to the corporation
or its shareholders for money damages for any action taken, or any failure to
take any action, as a director, shall be eliminated; provided, however, that the
liability of a director shall not be eliminated for (i) the amount of a
financial benefit received by a director to which he is not entitled, (ii) an
intentional infliction of harm on the corporation or the shareholders, (iii) a
violation of Section 30-1-833 of the Idaho Business Corporation Act, or (iv) an
intentional violation of criminal law.
ARTICLE VII
The corporation shall be obligated to indemnify any individual who is a
party to a proceeding because he is a director of the corporation against
liability to any person for action taken, or any failure to take any action, as
a director, and expenses incurred in the proceeding to the fullest extent
provided by law in accordance with Section 30-1-851(1)(b) of the Idaho Business
Corporation Act, except liability for (i) receipt of a financial benefit to
which he is not entitled, (ii) an intentional infliction of harm on the
corporation or its shareholders, (iii) a violation of Section 30-1-833 of the
Idaho Business Corporation Act, or (iv) an intentional violation of criminal
law.
8
9
The foregoing Restated and Amended Articles of Incorporation, which include
amendments to the Articles of Incorporation, correctly set forth the provisions
of the Articles of Incorporation as heretofore and hereby amended, and supersede
the original Articles of Incorporation and all previous amendments thereto.
Dated September 8, 1999
By: /s/ Dennis E. Wheeler
---------------------------
Dennis E. Wheeler
Its Chairman of the
Board, President and
Chief Executive Officer
and: /s/ William F. Boyd
---------------------------
William F. Boyd
Its Acting Secretary
9