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EXHIBIT 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
THOMAS & BETTS CORPORATION
TO: THE SECRETARY OF STATE
STATE OF NEW JERSEY
Pursuant to the provisions of Section 14A:9-5 of the New Jersey Business
Corporation Act, the undersigned corporation hereby executes the following
Restated Certificate of Incorporation.
FIRST: The name of the Corporation is Thomas & Betts Corporation.
SECOND: The purpose or purposes for which the Corporation is
organized are:
(1) To make and deal in proprietary and manufactured articles of all
kinds and description and in electrical, chemical, photographical, surgical and
scientific apparatus, devices and machinery of all kinds, and to carry on any
other manufacturing, trading or distributing business, such as merchants,
factors, agents or otherwise.
(2) To carry on a general contracting business; to do electrical work
of every kind and description, including the business of electricians,
electrical and mechanical engineers and dealers, either as principals or
agents, in electric motors, dynamos and electrical machinery, appliances,
plants and supplies of any nature or kind whatsoever; to construct, erect,
install, alter, repair, equip and deal in works, plants, instruments and
machinery for generating, supplying and distributing electricity for light,
heat, power or other purposes.
(3) To manufacture, purchase or otherwise acquire, hold, own,
mortgage, sell, assign and transfer, invest, trade, deal in and with other
goods, wares, merchandise and property of every class and description, and
generally to purchase, take on lease or in exchange, hire or otherwise acquire,
deal in and with both real and personal property and any rights or privileges
which the Corporation may consider necessary or convenient for the purpose of
its business aforesaid.
(4) To purchase or otherwise acquire the business or property of any
person, firm, association or corporation, and to pay for the same in cash,
stock or bonds of the Corporation or otherwise, and to hold or in any manner
dispose of the whole or any part of the business or property so purchased, or
to conduct or manage in any lawful manner the whole or any part of the business
or property so acquired, and to exercise all the powers necessary or convenient
in and about the conducting and managing of such business or property.
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(5) To purchase or otherwise acquire, hold, sell or otherwise
dispose of stocks, bonds, debentures, notes, or other evidences of
indebtedness of any corporation, including its own, for cash, or real or
personal property, or in exchange for stocks, bonds, debentures, notes, or
other evidences of indebtedness of any corporation, including its own, with
full power to borrow such moneys as may be necessary for the purpose of its
business, and to make and issue promissory notes, bills of exchange, bonds,
debentures, obligations and evidences of indebtedness of all kinds, whether
secured by mortgage, pledge, or otherwise, without limit as to amount, and
to secure the same by mortgage, pledge, or otherwise; but it is not intended
hereby to provide for and authorize the transaction of a banking business.
(6) To purchase, acquire, hold, use, enjoy, deal in and dispose of
inventions, improvements, letters patent, patent rights, processes, trademarks
and devices and to grant licenses to use the same, and to do and transact all
lawful business incidental to any or all of the above-mentioned objects.
(7) To make any guarantees respecting dividends, bonds, interest,
contracts or other obligations of this or other corporations.
(8) The Corporation shall also have power to conduct its business in
all its branches at one or more offices and without limitation to purchase,
acquire, hold, sell, lease, mortgage and convey real and personal property in
any state, territory or possession of the United States and in any foreign
country or place.
(9) The foregoing clauses shall be construed both as objects and
powers; and it is hereby expressly provided that the foregoing enumeration of
specific powers shall not be held to limit or restrict in any manner the
general powers of the Corporation.
THIRD: (1) The aggregate number of shares which the Corporation is
authorized to issue is 40,500,000 shares, consisting of 40,000,000 shares of
Common Stock, par value $.50 per share, and 500,000 shares of Preferred Stock,
no par value. The designations, relative rights, preferences and limitations
of the shares of each class shall be as follows:
COMMON STOCK
The Common Stock shall have full voting rights and shall entitle the
holders thereof to one vote for each share of Common Stock held by them.
PREFERRED STOCK
Subject to the provisions hereof, the Board of Directors is hereby
expressly authorized to issue the shares of Preferred Stock in series and to
fix from time to time before issuance the number of shares to be included in
each series and the designations, relative rights, preferences and limitations
of all shares of each series. The authority of the Board of Directors with
respect
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to each series shall include, without limitation, the determination of any or
all of the following matters:
(a) The number of shares constituting such series and the
designation thereof to distinguish the shares of such series from the shares of
all other series;
(b) The annual dividend rate on the shares of such series and
whether such dividends shall be cumulative and, if cumulative, the date from
which dividends shall accumulate;
(c) The redemption price or prices for shares of such series, if
redeemable, and the terms and conditions of such redemption;
(d) The preference, if any, of shares of such series in the event
of any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation;
(e) The voting rights, if any, of shares of such series in
addition to the voting rights prescribed by law and the terms of exercise of
such voting rights;
(f) The right, if any, of shares of such series to be
converted into shares of any other series or class and the terms and conditions
of such conversion;
(g) The terms or amount of any sinking fund provided for the
purchase or redemption of such series; and
(h) Any other relative rights, preferences and limitations of
such series.
The shares of each series may vary from the shares of any other series as
to any of such matters.
Dividends on all outstanding shares of Preferred Stock must be declared
and paid, or set aside for payment before any dividends may be declared and
paid, or set aside for payment, on shares of Common Stock with respect to the
same dividend period.
(2) Except as may otherwise be provided by the Board of Directors, no
holder of any shares of the stock of the Corporation shall have any preemptive
rights to purchase, subscribe for, or otherwise acquire any shares of stock of
the Corporation of any class now or hereafter authorized, or any securities
exchangeable for or convertible into such shares, or any warrants or other
instruments evidencing rights or options to subscribe for, purchase or
otherwise acquire such shares.
FOURTH: The address of the Corporation's current registered office is
28 West State Street, Trenton, New Jersey 08608, and the name of its current
registered agent at such address is The Corporation Trust Company.
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FIFTH: The number of directors constituting the current board of
directors is eleven (11). The names and addresses of the directors are as
follows:
NAMES ADDRESSES
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Hobart Betts 1555 Lynnfield Road, Memphis, Tennessee 38119
Raymond B. Carey, Jr. 1555 Lynnfield Road, Memphis, Tennessee 38119
Ernest H. Drew 1555 Lynnfield Road, Memphis, Tennessee 38119
T. Kevin Dunnigan 1555 Lynnfield Road, Memphis, Tennessee 38119
Thomas W. Jones 1555 Lynnfield Road, Memphis, Tennessee 38119
Robert H. McCaffrey 1555 Lynnfield Road, Memphis, Tennessee 38119
Clyde R. Moore 1555 Lynnfield Road, Memphis, Tennessee 38119
J. David Parkinson 1555 Lynnfield Road, Memphis, Tennessee 38119
Ian M. Ross 1555 Lynnfield Road, Memphis, Tennessee 38119
Jerre L. Stead 1555 Lynnfield Road, Memphis, Tennessee 38119
William H. Waltrip 1555 Lynnfield Road, Memphis, Tennessee 38119
SIXTH: The duration of the Corporation shall be perpetual.
SEVENTH: (1) The property, affairs, and business of the
Corporation shall be managed by a Board of Directors which shall exercise all
the powers of the Corporation without action by the stockholders, except as
otherwise expressly provided by statute or by the Certificate of Incorporation
or by the By-laws. The number of directors which shall constitute the full
Board shall be such as from time to time shall be fixed by the By-laws and such
number may be altered from time to time in the manner provided in the By-laws;
but such number shall in no case be less than three.
(2) The Board of Directors shall have power to hold its meetings
outside of the State of New Jersey at such places as from time to time may be
designated by the By-laws or by resolution of the Board.
(3) The By-laws may prescribe the number of directors necessary to
constitute a quorum of the Board of Directors, which number may be less than a
majority of the whole number of the Board of Directors.
(4) The Board of Directors may appoint from the directors an
executive committee, of which a majority shall constitute a quorum; and to such
extent as shall be provided in the By-laws, such committee shall have and may
exercise all or any of the powers of the Board of Directors during intervals
between meetings of the Board, including the power to cause the seal of the
Corporation to be affixed to all papers that may require it.
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(5) The Board of Directors shall have power from time to time to fix
and determine and to vary the amount of the working capital of the Corporation;
and to direct and determine the use and disposition of any surplus or net
profits over and above the capital stock paid in; and in its discretion the
Board of Directors may use and apply any such surplus or net profits in
purchasing or acquiring its bonds or other obligations, or shares of its own
capital stock, to such extent and in such manner and upon such terms as the
Board of Directors shall deem expedient; but shares of such capital stock so
purchased or acquired may be resold, unless such shares shall have been retired
for the purpose of decreasing the Corporation's capital stock.
(6) The Board of Directors shall determine from time to time whether
and to what extent, and at what time and places, and under what conditions and
regulations, the accounts and books of the Corporation, or any of them, shall
be open to the inspection of stockholders, and no stockholder shall have any
right to inspect any account or book or document of the Corporation, except as
conferred by statute or authorized by the Board of Directors, or by a
resolution of the stockholders.
(7) The Board of Directors may make By-laws, and, from time to time,
may alter, amend or repeal any By-Laws; but any By-laws made, altered or
amended by the Board of Directors may be altered, amended or repealed by the
stockholders at any annual meeting, or at any special meeting, provided notice
of such proposed alteration, amendment or repeal be included in the notice of
meeting.
EIGHTH: (1) (a) Except as otherwise provided herein, no purchase by
the Corporation from any Interested Person (as hereinafter defined) of shares
of any stock of the Corporation owned by such Interested Person shall be made
at a price exceeding the average price paid by such Interested Person for all
shares of stock of the Corporation acquired by such Interested Person during
the two-year period preceding the date of such proposed purchase unless such
purchase is approved by the affirmative vote of not less than two-thirds of the
votes cast by Disinterested Shareholders (as hereinafter defined) entitled to
vote thereon.
(b) The provisions of this Section 1 of ARTICLE EIGHTH shall not
apply to (i) any offer to purchase made by the Corporation which is made on the
same terms and conditions to all holders of shares of stock of the Corporation,
(ii) any purchase by the Corporation of shares owned by an Interested Person
occurring after the end of two years following the date of the last acquisition
by such Interested Person of stock of the Corporation, (iii) any transaction
which may be deemed to be a purchase by the Corporation of shares of its stock
which is made in connection with the terms or operation of any stock option or
other employee benefit plan now or hereafter maintained by the Corporation, or
(iv) any purchase by the Corporation of shares of its stock at prevailing
market prices pursuant to a stock repurchase program.
(2) Notwithstanding any other provisions of this Certificate of
Incorporation or the By-laws of the Corporation, no Transaction (as hereinafter
defined) between the Corporation and any Interested Person shall be valid nor
shall any such Transaction be consummated unless (i)
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such Transaction is expressly approved by at least the affirmative vote of
Disinterested Directors (as hereinafter defined) which vote at the time
constitutes at least a majority vote of the entire Board of Directors of the
Corporation, or (ii) such Transaction is approved by the affirmative vote of
not less than two-thirds of the votes cast by Disinterested Shareholders
entitled to vote thereon, or (iii) if such Transaction would result in payment
of cash or other property to the shareholders of the Corporation, such
transaction provides for the payment to each of the Disinterested Shareholders
upon the consummation thereof, in exchange for all the shares of the
Corporation's capital stock held by each of such Disinterested Shareholders,
consideration which, as to both amount and kind, is equal to or greater than
the highest per share price actually paid by or for the account of such
Interested Person for the same class of shares of capital stock held by such
Disinterested Shareholders during both the two-year period prior to the time
any such Interested Person became such and the two-year period prior to the
consummation of such Transaction.
(3) For purposes of this Article: (i) the term "Interested Person"
means any individual, corporation, partnership, trust, association or other
organization or entity (including any group formed for the purpose of
acquiring, voting or holding securities of the Corporation) which beneficially
or of record, owns or controls by agreement, voting trust or otherwise, at
least 3% of the voting power of any class of capital stock of the Corporation
and who (a) is offering shares to the Corporation for repurchase or (b) is
party to a proposed Transaction with the Corporation, as the case may be, and
such term also includes any corporation, partnership, trust, association, or
other organization or entity in which one or more Interested Persons have the
power, through the ownership of voting securities, by contract, or otherwise,
to influence significantly any of the management, activities or policies of
such corporation, partnership, trust, association, or other organization or
entity; (ii) the term "Disinterested Director" means a director (excluding any
director who is an Interested Person) who was either a member of the Board of
Directors of the Corporation prior to the time the Interested Person in the
proposed Transaction became an Interested Person or who subsequently became a
director of the Corporation and whose election, or nomination for election, was
approved by the vote of at least a majority of the Disinterested Directors of
the Corporation voting on such nomination or election; (iii) the term
"Disinterested Shareholders" means those holders of the Corporation's capital
stock entitled to vote on the Transaction, none of which is an Interested
Person; and (iv) the term "Transaction" includes a merger, consolidation,
liquidation, or other form of corporate reorganization deemed to involve the
purchase or transfer of the shares of the Corporation.
(4) The provisions of this Article shall not be amended without the
affirmative vote of not less than two- thirds of the votes cast by shareholders
entitled to vote thereon; provided, however, that if, at the time of such vote,
there shall be one or more Interested Persons, (i) in the case of amendment of
Section 1 or 2 of this ARTICLE EIGHTH, such affirmative vote shall include the
affirmative vote in favor of such amendment of not less than two-thirds of the
votes cast by Disinterested Shareholders entitled to vote thereon, or (ii) in
the case of Section 2 of this ARTICLE EIGHTH, such amendment shall have been
approved by the affirmative vote of Disinterested Directors, which vote at the
time constitutes at least a majority vote of the entire Board of Directors of
the Corporation.
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(5) The provisions of this Article shall be in addition to any other
provisions of the New Jersey Business Corporation Law or this Certificate of
Incorporation or the By-laws of the Corporation, each as amended from time to
time, applicable to the authorization and consummation by the Corporation of
any transaction or amendment contemplated by this ARTICLE EIGHTH.
NINTH: (1) Elimination of Certain Liability of Directors. A
director of the corporation shall not be personally liable to the Corporation
or its shareholders for damages for breach of any duty owed to the Corporation
or its shareholders, except for liability for any breach of duty based upon an
act or omission (a) in breach of such person's duty of loyalty to the
Corporation or its shareholders, (b) not in good faith or involving a knowing
violation of law or (c) resulting in receipt by such person of an improper
personal benefit.
(2) Elimination of Certain Liability of Officers. Unless provided
otherwise by law, an officer of the Corporation shall not be personally liable
to the Corporation or its shareholders for damages for breach of any duty owed
to the Corporation or its shareholders, except for liability for any breach of
duty based upon an act or omission (a) in breach of such person's duty of
loyalty to the Corporation or its shareholders, (b) not in good faith or
involving a knowing violation of law or (c) resulting in receipt by such person
of an improper personal benefit.
(3) Repeal or Modification of ARTICLE NINTH. Any repeal or
modification of the foregoing paragraphs by the shareholders of the Corporation
shall not adversely affect any right or protection of a director or an officer
of the Corporation existing at the time of such repeal or modification.
Dated this first day of December, 1993.
THOMAS & BETTS CORPORATION
By /s/ James D. Hay
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James D. Hay
Vice President-General Counsel
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CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THOMAS & BETTS CORPORATION
Pursuant to the provisions of Section 14A:7-15.1(3) of the New
Jersey Business Corporation Act, the undersigned corporation hereby executes
the following certificate:
FIRST: The name of the corporation is Thomas & Betts
Corporation.
SECOND: The date of adoption by the Board of Directors of the
Corporation of the resolution approving the share division and this related
amendment to the Restated Certificate of Incorporation was February 7, 1996.
THIRD: This amendment to the Restated Certificate of
Incorporation will not adversely affect the rights or preferences of the
holders of outstanding shares of any class or series and will not result in the
percentage of authorized shares that remains unissued after the share division
exceeding the percentage of authorized shares that was unissued before the
share division.
FOURTH: The class of shares subject to the division is the
common stock of the Corporation and the number of shares of common stock
subject to the division is 40,000,000. Each issued and outstanding share of
common stock shall be divided into two shares of common stock of the
Corporation.
FIFTH: The Restated Certificate of Incorporation of the
Corporation is amended to increase the Corporation's number of authorized
common shares from 40,000,000 to 80,000,000. In connection therewith, the
Third Article of the Restated Certificate of Incorporation is deleted in its
entirety and the following substituted in lieu thereof:
"THIRD: (1) The aggregate number of shares which
the Corporation is authorized to issue is 80,500,000
shares, consisting of 80,000,000 shares of Common
Stock, par value $.50 per share, and 500,000 shares
of Preferred Stock, no par value. The designations,
relative rights, preferences and limitations of the
shares of each class shall be as follows:
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COMMON STOCK
The Common Stock shall have full voting
rights and shall entitle the holders thereof to one
vote for each share of Common Stock held by them.
PREFERRED STOCK
Subject to the provisions hereof, the Board
of Directors is hereby expressly authorized to issue
the shares of Preferred Stock in series and to fix
from time to time before issuance the number of
shares to be included in each series and the
designations, relative rights, preferences and
limitations of all shares of each series. The
authority of the Board of Directors with respect to
each series shall include, without limitation, the
determination of any or all of the following matters:
(a) The number of shares constituting
such series and the designation thereof to
distinguish the shares of such series from the shares
of all other series;
(b) The annual dividend rate on the
shares of such series and whether such dividends
shall be cumulative and, if cumulative, the date from
which dividends shall accumulate;
(c) The redemption price or prices for
shares of such series, if redeemable, and the terms
and conditions of such redemption;
(d) The preference, if any, of shares of
such series in the event of any voluntary or
involuntary liquidation, dissolution or winding up of
the Corporation;
(e) The voting rights, if any, of shares
of such series in addition to the voting rights
prescribed by law and the terms of exercise of such
voting rights;
(f) The right, if any, of shares of such
series to be converted into shares of any
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other series or class and the terms and conditions of
such conversion;
(g) The terms or amount of any sinking
fund provided for the purchase or redemption of such
series; and
(h) Any other relative rights,
preferences and limitations of such series.
The shares of each series may vary from the
shares of any other series as to any of such matters.
Dividends on all outstanding shares of
Preferred Stock must be declared and paid, or set
aside for payment before any dividends may be
declared and paid, or set aside for payment, on
shares of Common Stock with respect to the same
dividend period.
(2) Except as may otherwise be provided
by the Board of Directors, no holder of any shares of
the stock of the Corporation shall have any
preemptive rights to purchase, subscribe for, or
otherwise acquire any shares of stock of the
Corporation of any class now or hereafter authorized,
or any securities exchangeable for or convertible
into such shares, or any warrants or other
instruments evidencing rights or options to subscribe
for, purchase or otherwise acquire such shares."
SIXTH: The amendment set forth herein shall become effective
as of close of business on March 8, 1996.
Dated this 19th day of February, 1996.
Thomas & Betts Corporation,
a New Jersey corporation
By: /s/ T. Kevin Dunnigan
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T. Kevin Dunnigan, Chairman
and Chief Executive Officer