EXHIBIT 4.1
CERTIFICATE OF THE POWERS, DESIGNATIONS,
PREFERENCES AND RIGHTS OF
SERIES B PREFERRED STOCK
OF SOLECTRON CORPORATION
The undersigned, Susan S. Wang, does hereby certify:
1. That she is the duly elected and acting Senior Vice President, Chief
Financial Officer and Secretary of Solectron Corporation, a Delaware corporation
(the "CORPORATION").
2. That, pursuant to the provisions of Section 151(g) of the General
Corporation Law (the "DGCL") and pursuant to the authority conferred upon the
Board of Directors of the Corporation (the "BOARD") by the provisions of the
Amended and Restated Certificate of Incorporation of the Corporation (the
"CERTIFICATE OF INCORPORATION") the following resolutions were duly adopted by
the Board at a meeting duly held on August 8, 2001, creating a series of
preferred stock and fixing the relative powers, preferences, rights,
qualifications, limitations and restrictions of such stock. These resolutions
are as follows:
"RESOLVED, that pursuant to authority expressly granted to and vested in
the Board by the provisions of the Certificate of Incorporation, the Board does
hereby provide for the issuance of a series of preferred stock, par value $0.001
per share, which shall consist of one of the remaining 1,000,000 shares of
preferred stock the Corporation now has authority to issue, and the Board does
hereby fix and herein state and express the designations, powers, preferences
and relative, participating, optional and other special rights, and the
qualifications, limitations and restrictions thereof, of the share of such
series (in addition the designations, powers, preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof, set forth in the Certificate of
Incorporation which may be applicable to the preferred stock of this series) as
follows:
Section 1. Designation and Amount. One share of the preferred stock,
$0.001 par value per share, of the Corporation is hereby constituted as a series
of the preferred stock designated Series B Preferred Stock, $0.001 par value
(the "SERIES B PREFERRED").
Section 2. Dividends. The holder of record of the Series B Preferred
shall not be entitled to receive any dividends declared and paid by the
Corporation.
Section 3. Voting Rights. The holder of record of the share of Series B
Preferred shall have the following voting rights:
(a) Except as otherwise required by law or the Certificate of
Incorporation, the holder of record of the share of Series B Preferred shall
have a number of votes equal to the number of votes that the holders of the
outstanding Exchangeable Non-Voting Shares ("EXCHANGEABLE SHARES") of Solectron
Global Services Canada Inc., a subsidiary of the Corporation existing under the
laws of Canada ("EXCHANGECO"), from time to time, which are not owned by the
Corporation, any of its subsidiaries or any entity directly or indirectly
controlled by or under common control with the Corporation would be entitled to
if all such Exchangeable Shares were exchanged by the holders thereof for shares
of the Common Stock of the Corporation pursuant to the terms of the Exchangeable
Shares, in each case for the election of directors and on all matters submitted
to a vote of the stockholders of the Corporation.
(b) Except as otherwise required by law or the Certificate of
Incorporation, the holder of record of the single share of Series B Preferred
and the holders of Common Stock of the Corporation shall vote together as one
class on all matters submitted to a vote of the stockholders of the Corporation.
Section 4. Liquidation Preference. Upon any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, and subject to
any prior rights of holders of shares of preferred stock ranking senior to the
Series B Preferred, the holder of record of the share of Series B Preferred
shall be paid an amount equal to $1.00, together with payment to any class of
stock ranking equally with the Series B Preferred, and before payment shall be
made to holders of any stock ranking on liquidation junior to the Series B
Preferred (such amount payable with respect to the Series B Preferred being
referred to as the "SERIES B PREFERRED LIQUIDATION PREFERENCE PAYMENT").
Section 5. Other Provisions.
(a) Pursuant to the terms of that certain combination agreement, dated as
of August 8, 2001, as amended as of September 7, 2001, by and among the
Corporation, 3924548 Canada Inc., Exchangeco and C-MAC Industries Inc., a
corporation organized under the laws of Canada (the "COMBINATION AGREEMENT"),
one share of Series B Preferred is being issued to the trustee (the "TRUSTEE")
in exchange for consideration of $1.00 under the Voting and Exchange Trust
Agreement, to be entered into pursuant to the Combination Agreement by and among
the Corporation, Exchangeco and the Trustee (the "TRUST AGREEMENT").
(b) The Trustee shall exercise the voting rights attached to the Series B
Preferred pursuant to and in accordance with the Trust Agreement. The voting
rights attached to the Series B Preferred shall terminate pursuant to and in
accordance with the Trust Agreement.
(c) At such time as the Series B Preferred has no votes attached to it
because there are no Exchangeable Shares of Exchangeco outstanding which are not
owned by the Corporation or any of its subsidiaries, and there are no shares of
stock, debt, options or
other agreements of Exchangeco which could give rise to the issuance of any
Exchangeable Shares of Exchangeco to any person (other than the Corporation or
any of its subsidiaries), the Series B Preferred shall be canceled.
(d) Pursuant to the provisions of Section 103(d) of the DCL, this
certificate shall not become effective until the Effective Time (as defined in
the Combination Agreement).
RESOLVED FURTHER, that the President or any Vice President of the
Corporation be, and hereby are, authorized and directed to prepare and file a
Certificate of Designation of Rights, Preferences and Privileges in accordance
with the foregoing resolution and the provisions of Delaware law and to take
such actions as they may deem necessary or appropriate to carry out the intent
of the foregoing resolution.
I further declare under penalty of perjury that the foregoing Certificate
of Designation is the act and deed of the Corporation and that the facts set
forth herein are true and correct."
Executed at Milpitas, California on November 29, 2001.
SOLECTRON CORPORATION
By: /s/ Susan S. Wang
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Susan S. Wang
Executive Vice President,
Corporate Development and Secretary