AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
OUTSOURCE INTERNATIONAL, INC.
In accordance with Section 607.1007 of the Florida Statutes, the
Amended and Restated Articles of Incorporation of OUTSOURCE INTERNATIONAL, INC.,
a Florida corporation (the "Corporation"), are hereby amended and restated (such
amended and restated Amended and Restated Articles of Incorporation to be
referred to herein as the "Articles of Incorporation") to read in their entirety
as follows:
ARTICLE I - NAME
The name of the Corporation is OutSource International, Inc.
ARTICLE II - ADDRESS
The mailing address for the Corporation is 1144 East Newport Center
Drive, Deerfield Beach, Florida 33442.
ARTICLE III - DURATION
The duration of the Corporation shall be perpetual.
ARTICLE IV - PURPOSE
The Corporation is organized to engage in any activity or business
permitted under the laws of the United States and the State of Florida.
ARTICLE V - INCORPORATOR
The name of the incorporator of this Corporation is Paul M. Burrell,
and his new address is 1144 East Newport Center Drive, Deerfield Beach, Florida
33442.
ARTICLE VI - REGISTERED OFFICE AND AGENT
The address of the registered office of the Corporation is 1144 East
Newport Center Drive, Deerfield Beach, Florida 33442, and the name of the
registered agent of the Corporation at such address is Robert A. Lefcort.
ARTICLE VII - CAPITAL STOCK
The total number of shares of all classes of capital stock of the
Corporation which the Corporation shall have the authority to issue is One
Hundred Ten Million (110,000,000), consisting of One Hundred Million
(100,000,000) shares of Common Stock having a par value
of $.001 per share ("Common Stock") and Ten Million (10,000,000) shares of
Preferred Stock having a par value of $.001 per share ("Preferred Stock").
Shares of Preferred Stock may be issued from time to time in one or
more series. The Board of Directors is authorized to fix the number of shares in
each series, the designation thereof and the relative rights, preferences and
limitations of each series (other than Series A Participating Preferred Stock,
the rights, privileges, vote, liquidation preference, series, convertibility,
dividend and redemption provisions for which are set forth below) including, but
not limited to: (a) the dividend rate; (b) redeemable features, if any; (c)
rights upon liquidation; (d) whether or not the shares of such series shall be
subject to a purchase, retirement or sinking fund provision; (e) whether or not
the shares of such series shall be convertible into or exchangeable for shares
of any other class and, if so, the rate of conversion or exchange; (f)
restrictions, if any, upon the payment of dividends on Common Stock; (g)
restrictions, if any, upon the creation of indebtedness; (h) voting powers, if
any, of the shares of each series; and (i) such other rights, preferences and
limitations as shall not be inconsistent with the laws of the State of Florida.
The holders of the Preferred Stock shall be entitled to dividends
thereon at the rate established by the Board of Directors (except for dividends
on Series A Participating Preferred Stock, the rate for which is set forth
below). All remaining profits which the Board of Directors may determine to
apply in payment of dividends shall be distributed among the holders of Common
Stock exclusively, except as may otherwise be set forth below. Except as
otherwise set forth below with respect to Series A Participating Preferred
Stock, upon dissolution, whether voluntary or involuntary, the holders of
Preferred Stock shall first be entitled to receive, out of the net assets of the
Corporation, the liquidating value established by the Board of Directors, of
their shares plus unpaid accumulated dividends and any other distributions
declared thereon, without interest.
A. SERIES A PARTICIPATING PREFERRED STOCK.
Section 1. DESIGNATION AND AMOUNT. One Million (1,000,000)
shares of Preferred Stock, par value $.001 per share, are hereby designated as
"Series A Participating Preferred Stock."
Section 2. PROPORTIONAL ADJUSTMENT. In the event the
Corporation shall at any time after the issuance of any share or shares of
Series A Participating Preferred Stock: (i) declare any dividend on Common Stock
of the Corporation payable in shares of Common Stock; (ii) subdivide the
outstanding Common Stock; or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the Corporation shall
simultaneously effect a proportional adjustment to the number of outstanding
shares of Series A Participating Preferred Stock.
Section 3. DIVIDENDS AND DISTRIBUTIONS.
(a) Subject to the prior and superior right of
the holders of any shares of any series of Preferred Stock ranking prior and
superior to the shares of Series A Participating
-2-
Preferred Stock with respect to dividends, the holders of shares of Series A
Participating Preferred Stock shall be entitled to receive when, as and if
declared by the Board of Directors out of funds legally available for such
purpose, quarterly dividends payable in cash on the last day of January, April,
July and October in each year (each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series A Participating Preferred Stock, in an amount per share (rounded to the
nearest cent) equal to 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Participating Preferred Stock.
(b) The Corporation shall declare a dividend or
distribution on the Series A Participating Preferred Stock as provided in
paragraph (a) of this Section A.3 immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable in shares of
Common Stock).
(c) Dividends shall begin to accrue on
outstanding shares of Series A Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series
A Participating Preferred Stock, unless the date of issue of such shares is
prior to the record date for the first Quarterly Dividend Payment Date, in which
case dividends on such shares shall begin to accrue from the date of issue of
such shares, or unless the date of issue is a Quarterly Dividend Payment Date or
is a date after the record date for the determination of holders of shares of
Series A Participating Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on the
shares of Series A Participating Preferred Stock in an amount less than the
total amount of such dividends at the time accrued and payable on such shares
shall be allocated pro rata on a share-by-share basis among all such shares at
the time outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Series A Participating Preferred Stock
entitled to receive payment of a dividend or distribution declared thereon,
which record date shall be no more than 30 days prior to the date fixed for the
payment thereof.
Section 4. VOTING RIGHTS. The holders of shares of Series A
Participating Preferred Stock shall have the following voting rights:
(a) Each share of Series A Participating
Preferred Stock shall entitle the holder thereof to 100 votes on all matters
submitted to a vote of the shareholders of the Corporation.
(b) Except as otherwise provided herein or by
law, the holders of shares of Series A Participating Preferred Stock and the
holders of shares of Common Stock shall vote together as one class on all
matters submitted to a vote of shareholders of the Corporation.
-3-
(c) Except as required by law, holders of Series
A Participating Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.
Section 5. CERTAIN RESTRICTIONS.
(a) The Corporation shall not declare any
dividend on, make any distribution on, or redeem or purchase or otherwise
acquire for consideration any shares of Common Stock after the first issuance of
a share or fraction of a share of Series A Participating Preferred Stock unless
concurrently therewith it shall declare a dividend on the Series A Participating
Preferred Stock as required by Section A.3 hereof.
(b) Whenever quarterly dividends or other
dividends or distributions payable on the Series A Participating Preferred Stock
as provided in Section A.3 hereof are in arrears, thereafter and until all
accrued and unpaid dividends and distributions, whether or not declared, on
shares of Series A Participating Preferred Stock outstanding shall have been
paid in full, the Corporation shall not:
(i) declare or pay dividends on, make
any other distributions on, or redeem or purchase or otherwise acquire for
consideration any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Participating Preferred
Stock;
(ii) declare or pay dividends on, make
any other distributions on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with Series A
Participating Preferred Stock, except dividends paid ratably on the Series A
Participating Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the holders of
all such shares are then entitled;
(iii) redeem or purchase or otherwise
acquire for consideration shares of any stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Participating Preferred Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the Corporation ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the Series A
Participating Preferred Stock; or
(iv) purchase or otherwise acquire for
consideration any shares of Series A Participating Preferred Stock, or any
shares of stock ranking on a parity with the Series A Participating Preferred
Stock, except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or classes.
-4-
(c) The Corporation shall not permit any
subsidiary of the Corporation to purchase or otherwise acquire for consideration
any shares of stock of the Corporation unless the Corporation could, under
paragraph (a) of this Section A.5, purchase or otherwise acquire such shares at
such time and in such manner.
Section 6. REACQUIRED SHARES. Any shares of Series A
Participating Preferred Stock purchased or otherwise acquired by the Corporation
in any manner whatsoever shall be retired and canceled promptly after the
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part of
a new series of Preferred Stock to be created by resolution or resolutions of
the Board of Directors, subject to the conditions and restrictions on issuance
set forth herein.
Section 7. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any
liquidation, dissolution or winding up of the Corporation, the holders of shares
of Series A Participating Preferred Stock shall be entitled to receive an
aggregate amount per share equal to 100 times the aggregate amount to be
distributed per share to holders of shares of Common Stock plus an amount equal
to any accrued and unpaid dividends on such shares of Series A Participating
Preferred Stock.
Section 8. CONSOLIDATION, MERGER, ETC. In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case the shares
of Series A Participating Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share equal to 100 times the aggregate
amount of stock, securities, cash and/or any other property (payable in kind),
as the case may be, into which or for which each share of Common Stock is
changed or exchanged.
Section 9. NO REDEMPTION. The shares of Series A
Participating Preferred Stock shall not be redeemable.
Section 10. RANKING. The Series A Participating Preferred
Stock shall rank junior to all other series of the Corporation's Preferred Stock
as to the payment of dividends and the distribution of assets, unless the terms
of any such series shall provide otherwise.
Section 11. AMENDMENT. The Articles of Incorporation of the
Corporation shall not be further amended in any manner which would materially
alter or change the powers, preference or special rights of the Series A
Participating Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of a majority of the outstanding shares of
Series A Participating Preferred Stock, voting separately as a class.
Section 12. FRACTIONAL SHARES. Series A Participating
Preferred Stock may be issued in fractions of a share which shall entitle the
holder, in proportion to such holder's fractional shares, to exercise voting
rights, receive dividends, participate in distributions and to have the benefit
of all other rights of holders of Series A Participating Preferred Stock.
-5-
ARTICLE VIII - BOARD OF DIRECTORS
Section 1. CLASSIFIED BOARD. The number of directors shall be
determined by the Board of Directors in accordance with the Bylaws. The
directors shall be divided into three classes, Class I, Class II and Class III,
as nearly equal in number as possible. The term of office for the Class I
directors shall expire at the first annual meeting of the shareholders in 1998;
the term of office for the Class II directors shall expire at the annual meeting
of the shareholders in 1999; and the term of office for the Class III directors
shall expire at the annual meeting of the shareholders in 2000. At each annual
meeting of the shareholders commencing in 1998, the successors to the directors
whose term is expiring shall be elected to a term expiring at the third
succeeding annual meeting of the shareholders. If the number of directors is
changed, any increase or decrease shall be apportioned among the classes so as
to maintain the number of directors in each class as nearly equal as possible,
and any additional directors of any class elected to fill a vacancy resulting
from an increase in such class shall hold office for a term that shall coincide
with the remaining term of that class, but in no case will a decrease in the
number of directors shorten the term of any incumbent director. A director shall
hold office until the annual meeting for the year in which his term expires and
until his successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.
Section 2. REMOVAL. Subject to the rights, if any, of the
holders of shares of Preferred Stock then outstanding, any or all of the
directors of the Corporation may be removed from office for cause only by the
shareholders of the Corporation at any annual or special meeting of shareholders
by the affirmative vote of the holders of at least 60% of the outstanding shares
of capital stock of the Corporation generally entitled to vote for the election
of directors, voting together as a single class. Notice of any such annual or
special meeting of shareholders shall state that the removal of a director or
directors for cause is among the purposes of the meeting. Directors may not be
removed by the shareholders without cause.
Section 3. VACANCIES. Newly created directorships resulting
from any increase in the number of directors or any vacancy on the Board of
Directors resulting from death, resignation, disqualification, removal or other
cause shall be filled solely by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum, or by a sole
remaining director. Any director elected in accordance with the preceding
sentence shall hold office until the next annual meeting of the shareholders of
the Corporation and until such director's successor shall have been elected and
qualified. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.
Section 4. ADVANCE NOTICE OF NOMINATIONS. Advance notice of
nominations for the election of directors, other than by the Board of Directors
or a committee thereof, shall be given within the term and in the manner
provided in the Bylaws of the Corporation.
-6-
ARTICLE IX - SHAREHOLDER MEETINGS
Section 1. ANNUAL MEETINGS. Annual meetings shall be called
and conducted in the manner provided in the Bylaws of the Corporation.
Section 2. SPECIAL MEETINGS. Special meetings of the
shareholders of the Corporation for any purpose or purposes may be called at any
time by (i) the Chairman of the Board of Directors, the President of the
Corporation or a majority of the Board of Directors or (ii) holders of not less
than 50% of all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting, if such shareholders sign, date and
deliver to the Corporation's Secretary one or more written demands for the
meeting describing the purpose or purposes for which it is to be held. Special
meetings of the shareholders of the Corporation may not be called by any other
person. At any special meeting of shareholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall have been set
forth in the notice of such special meeting.
Section 3. ADVANCE NOTICE OF SHAREHOLDER PROPOSALS. Advance
notice of shareholder proposals shall be given within the term and in the manner
provided in the Bylaws of the Corporation.
ARTICLE X - AMENDMENTS TO ARTICLES OF INCORPORATION
The Corporation reserves the right to amend, alter, change or repeal
any provision in these Articles of Incorporation in the manner now or hereafter
prescribed by statute, and all rights conferred upon the shareholders herein are
subject to this reservation. Notwithstanding anything contained herein to the
contrary, the affirmative vote of the holders of at least 60% of the outstanding
shares of the capital stock of the Corporation then entitled to vote generally
in the election of directors, voting together as a single class shall be
required to amend these Articles of Incorporation or to adopt any provision
inconsistent therewith.
ARTICLE XI - BYLAWS
The Board of Directors is expressly authorized to amend, repeal or
adopt any Bylaw of and for the Corporation. The holders of voting stock shall to
the extent such power is at the time conferred on them by applicable law, also
have the power, by the affirmative vote of the holders of at least 60% of the
outstanding shares of capital stock of the Corporation then entitled to vote
generally in the election of directors, voting together as a single class, to
make, alter, amend or repeal any Bylaw of and for the Corporation.
ARTICLE XII - CONTROL-SHARE ACQUISITIONS
The Corporation elects to be governed by Florida Statute Section
607.0902, as amended, relating to control-share acquisitions (the "Control-Share
Act"). The Corporation is expressly authorized to the fullest extent permitted
by the Control-Share Act to redeem control shares acquired in a control-share
acquisition at the fair value thereof pursuant to procedures adopted by the
Board of Directors.
-7-
ARTICLE XIII - AFFILIATED TRANSACTIONS
The Corporation elects not to be governed by Florida Statutes Section
607.0901, as amended, concerning affiliated transactions.
ARTICLE XIV - DIRECTOR LIABILITY
A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that such exemption from liability or
limitation thereof is not permitted under the Florida Business Corporation Act
as currently in effect or as the same may hereafter be amended. No amendment,
modification or repeal of this Article XIV (including any amendment or repeal of
this Article XIV made by virtue of any change in the Florida Business
Corporation Act after the date hereof) shall adversely affect any right or
protection of a director that exists at the time of such amendment, modification
or repeal on account of any action taken or any failure to act by such director
prior to such time.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation this ____ day of October, 1997.
-------------------------
Robert A. Lefcort
Executive Vice President
-8-
CERTIFICATE TO AMENDED AND RESTATED ARTICLES OF
INCORPORATION OF OUTSOURCE INTERNATIONAL, INC.
The undersigned, Robert A. Lefcort, Executive Vice President of
OUTSOURCE INTERNATIONAL, INC., a Florida corporation (the "Corporation"), does
hereby certify as follows:
1. In accordance with Section 607.1003 of the Florida Statutes,
the Board of Directors of the Corporation recommended by
written consent on October __, 1997, that the shareholders of
the Corporation approve, and shareholders having approved by
written consent on October ___, 1997, the number of votes cast
by the shareholders being sufficient for such approval, in
accordance with Sections 607.1003 and 607.1006 of the Florida
Statutes, the amendment and restatement of the Corporation's
Articles of Incorporation as attached hereto.
2. The undersigned officer of the Corporation has been duly
authorized to submit these Amended and Restated Articles of
Incorporation of the Corporation to the Department of State of
Florida for filing in accordance with Section 607.1007 of the
Florida Statutes.
OUTSOURCE INTERNATIONAL, INC.
By:
-------------------------
Robert A. Lefcort
Executive Vice President