Exhibit 3.1
CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
TITANIUM METALS CORPORATION
Titanium Metals Corporation (the "Corporation"), a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify:
FIRST: The name of the Corporation is Titanium Metals Corporation.
SECOND: The date on which the Corporation's original Certificate of
Incorporation was filed with the Delaware Secretary of State is December 13,
1955.
THIRD: The Board of Directors of the Corporation, acting in accordance with
the provision of Sections 141 and 242 of the General Corporation Law of the
State of Delaware adopted resolutions to amend Sections 4.1 and 4.3 of the
Amended and Restated Certificate of Incorporation of the Corporation to read in
their entirety as follows:
"4.1 Capital Stock. The total number of shares which the Corporation
shall have authority to issue is 10,000,000 shares, consisting of (a)
100,000 shares of Preferred Stock, with a par value of $.01 per share
("Preferred Stock"); and (b) 9,900,000 shares of Common Stock, with a
par value of $.01 per share ("Common Stock")."
"4.3 Reverse Stock Split. Effective as of 5:00 p.m., Eastern time, on
the date this Amendment to Certificate of Incorporation is filed with
the Secretary of State of Delaware, each ten (10) shares of Common
Stock then issued and outstanding shall, automatically and without any
action on the part of the respective holders thereof, be combined and
converted into one (1) share of Common Stock. No fractional shares
will be issued and, in lieu thereof, stockholders otherwise entitled
to receive a fractional share will instead receive cash for such
stockholder's fractional share on a basis determined by the Board of
Directors."
FOURTH: This Certificate of Amendment of Amended and Restated Certificate
of Incorporation was submitted to the stockholders of the Corporation and was
duly approved by the required vote of stockholders of the Corporation in
accordance with Sections 222 and 242 of the Delaware General Corporation Law.
The total number of outstanding shares entitled to vote or consent to this
Amendment was 31,849,538 shares of Common Stock. A majority of the outstanding
shares of Common Stock, voting together as a single class, voted in favor of
this Certificate of Amendment of Amended and Restated Certificate of
Incorporation. The vote required was a majority of the outstanding shares of
Common Stock, voting together as a single class.
IN WITNESS WHEREOF, Titanium Metals Corporation has caused this Certificate
of Amendment to be signed by its Vice President and General Counsel as of
February 14, 2003.
TITANIUM METALS CORPORATION
By: /s/ Joan H. Prusse
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Name: Joan H. Prusse
Title: Vice President and General Counsel
TITANIUM METALS CORPORATION
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AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
Titanium Metals Corporation, a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Titanium Metals Corporation. The
corporation was originally incorporated under the name Timcora, Inc. The
original Certificate of Incorporation of the corporation was filed with the
Secretary of State of the State of Delaware on December 13, 1955.
2. Pursuant to Sections 242 and 245 of the General Corporation Law of the
State of Delaware, this Amended and Restated Certificate of Incorporation
restates and integrates and further amends the provisions of the Certificate of
Incorporation of the corporation.
3. This Amended and Restated Certificate of Incorporation was duly adopted
by the Board of Directors and the stockholders of the corporation in accordance
with Sections 242 and 245 of the General Corporation Law of the State of
Delaware.
4. The text of the Amended and Restated Certificate of Incorporation is set
forth in Exhibit A hereto.
IN WITNESS WHEREOF, Titanium Metals Corporation has caused its corporate
seal to be hereunto affixed and this Amended and Restated Certificate of
Incorporation to be signed by its Assistant Treasurer, Steven J. Yaroch, and
attested by its Assistant Secretary, John R. Burt, this 29th day of May, 1996.
Titanium Metals Corporation
By:/s/ Steven J. Yaroch
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Assistant Treasurer
[corporate seal]
Attest:
/s/ John R. Burt
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Assistant Secretary
EXHIBIT A
TITANIUM METALS CORPORATION
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AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
ARTICLE ONE
NAME
The name of the Corporation is "Titanium Metals Corporation" (hereinafter,
the "Corporation").
ARTICLE TWO
LOCATION OF REGISTERED OFFICE AND AGENT
The address of the Corporation's registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE THREE
CORPORATE PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.
ARTICLE FOUR
AUTHORIZED CAPITAL STOCK
4.1 Capital Stock. The total number of shares which the Corporation shall
have authority to issue is 100,000,000 shares, consisting of (a) 1,000,000
shares of Preferred Stock, with a par value of $0.01 per share ("Preferred
Stock"); and (b) 99,000,000 shares of Common Stock, with a par value of $0.01
per share ("Common Stock").
4.2 Preferred Stock. The board of directors of the Corporation is
authorized, subject to the limitations prescribed by law and the provisions of
this Amended and Restated Certificate of Incorporation, to provide for the
issuance of shares of the Preferred Stock or to provide for the issuance of
shares of the Preferred Stock in one or more series, to establish from time to
time the number of shares to be included in each such series and to fix the
designations, voting powers, preference rights and qualification, limitations or
restrictions of the shares of the Preferred Stock of each such series.
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4.3 Stock Split and Conversion. On the effective date of this Amended and
Restated Certificate of Incorporation each share of Class A Common Stock and
Class B Common Stock of the Corporation issued and outstanding will be
automatically reclassified, combined, and converted into sixty-five (65) shares
of Common Stock.
ARTICLE FIVE
DURATION
The Corporation is to have perpetual existence.
ARTICLE SIX
BY-LAWS
In furtherance and not in limitation of the powers conferred by statute,
the board of directors of the Corporation is expressly authorized to make, alter
or repeal the bylaws of the Corporation.
ARTICLE SEVEN
STOCKHOLDER MATTERS
Meetings of stockholders of the Corporation may be held within or without
the State of Delaware, as the bylaws of the Corporation may provide. The books
of the Corporation may be kept outside the State of Delaware at such place or
places as may be designated from time to time by the board of directors or in
the bylaws of the Corporation. Election of directors need not be by written
ballot unless the bylaws of the Corporation so provide.
ARTICLE EIGHT
LIMITATION OF LIABILITY
To the fullest extent permitted by the General Corporation Law of the State
of Delaware, as the same presently exists or may hereafter be amended, a
director of the Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for a breach of fiduciary duty as a director.
Any repeal or modification of this Article Eight shall not adversely affect any
right or protection of a director of the Corporation existing at the time of
such repeal or modification.
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ARTICLE NINE
CERTAIN BUSINESS COMBINATIONS
The Corporation expressly elects not to be governed by Section 203 of the
General Corporation Law of the State of Delaware.
ARTICLE TEN
AMENDMENT
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Amended and Restated Certificate of Incorporation in
the manner now or hereafter prescribed herein and by the laws of the State of
Delaware, and all rights conferred upon stockholders herein are granted subject
to this reservation.
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