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EXHIBIT 3.2
[SEAL]
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
REXNORD CORPORATION
(Pursuant to Sections 242 and 245 of the General
Corporation Law of Delaware)
The undersigned Vice President and Assistant Secretary of Rexnord
Corporation, a corporation organized and existing under the laws of Delaware, do
hereby certify as follows:
1. The corporation's present name is Rexnord Corporation.
2. The date of filing of its original Certificate of Incorporation
with the Secretary of State of Delaware was August 5, 1988 under the name
"Rex-PT Holdings Inc."
3. This Amended and Restated Certificate of Incorporation was proposed
by the Board of Directors and duly adopted by the holders of a majority of the
outstanding shares of Common Stock 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 Certificate of Incorporation of the corporation as
amended hereby is as follows:
FIRST: The name of the Corporation is Rexnord Corporation.
SECOND: The registered office of the Corporation in the State of
Delaware is located at 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801. The name of its registered agent at that address is The
Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law.
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Fifty-Three Million (53,000,000)
shares, of which:
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A. Fifty Million (50,000,000) shares shall be designated as
Common Stock, par value $.01 per share ("Common Stock"); and
B. Three Million (3,000,000) shares shall be designated as
Preference Shares, par value $.01 per share ("Preference Shares").
FIFTH: The preferences, limitations and relative rights of the Common
Stock shall be as follows:
A. VOTING. Each holder of the Common Stock shall have one (1)
vote for each share of such Common Stock held by him of record on all
matters voted upon by the stockholders.
B. DIVIDENDS. Subject to any rights of holders of any class or
series of Preference Shares, the Board of Directors of the Corporation may
declare a dividend on the Common Stock, and holders of the Common Stock
shall share ratably in such dividend in proportion to the number of shares
of such Common Stock held by each.
C. LIQUIDATION. Subject to any rights of holders of any class or
series of Preference Shares, in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, and after
distribution in full of the preferential amounts to be distributed to the
holders of any series of Preference Shares, the remaining assets of the
Corporation shall be distributed ratably among the holders of Common Stock
in proportion to the number of shares of such Common Stock held by each.
SIXTH: The Board of Directors may divide the Preference Shares into
one or more classes or series and fix and determine the relative rights and
preferences of each class or series. Each class or series shall be so designated
by the Board of Directors as to distinguish its Preference Shares from the
Preference Shares of all other classes or series. The Board of Directors may
establish variations between different classes or series not inconsistent with
the provisions of this Amended and Restated Certificate of Incorporation,
including: (a) the voting rights, if any, to which the holders of the Preference
Shares of such class or series are entitled; (b) the rate per annum and the
times at and conditions upon which the holders of the Preference Shares of such
class or series shall be entitled to receive dividends, and whether such
dividends shall be cumulative or non-cumulative and if cumulative the terms upon
which such dividends shall be cumulative; (c) the rights to which holders of the
Preference Shares of such class or series shall be entitled upon any voluntary
or involuntary liquidation, dissolution or winding
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up of the Corporation; (d) the price and terms and conditions on which the
Preference Shares of such class or series may be redeemed, if any; (e) sinking
fund provisions, if any, for the redemption or purchase of the Preference Shares
of such class or series; (f) the terms and conditions on which the Preference
Shares of such class or series may be converted into, or exchanged for, shares
of stock of any other class or classes, if any; and (g) any other designations,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, so far as they are not
inconsistent with the provisions of this Amended and Restated Certificate of
Incorporation and to the fullest extent now or hereafter permitted by the laws
of Delaware.
SEVENTH: The Board of Directors of the Corporation shall be governed
by the following:
A. NUMBER OF DIRECTORS, TENURE AND QUALIFICATIONS. Except as
provided pursuant to Paragraph D of this Article Seventh, the number of
Directors constituting the Board of Directors of the Corporation shall be
the number set forth in the By-Laws of the Corporation, but in no case
shall be less than three (3). The Board of Directors shall be and is
divided into three classes, designated Class I, Class II and Class III.
Each class shall consist, as nearly as possible, of one-third of the total
number of Directors, with the terms of office of the directors of one class
expiring each year. Each Director shall serve for a term ending on the date
of the third annual meeting following the annual meeting at which such
Director was elected; provided, however, the term of the Class II directors
serving as of the date of adoption of this Amended and Restated Certificate
of Incorporation by the stockholders of the Corporation (the "Date of
Adoption") shall expire on the date of the first annual meeting of
stockholders held after the Date of Adoption, the term of the Class III
directors serving as of the Date of Adoption shall expire on the date of
the second annual meeting of stockholders held after the Date of Adoption,
and the term of the Class I directors serving as of the Date of Adoption
shall expire on the date of the third annual meeting of stockholders held
after the Date of Adoption. Each Director shall hold office until the
annual meeting for the year in which his term expires and until such
Director's successor shall be elected and qualified, subject, however, to
such Director's earlier death, resignation, disqualification or removal
from office.
B. VACANCIES. Except as provided pursuant to Paragraph D of this
Article Seventh, any vacancy on the Board of Directors, whether resulting
from an increase in
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the number of Directors fixed by or pursuant to the By-Laws of the
Corporation or resulting from death, resignation, disqualification, removal
or otherwise, other than a vacancy with respect to a Director elected as
provided pursuant to Paragraph D of this Article Seventh shall be filled by
the vote of the majority of the Directors then in office (excluding
Directors, if any, elected as provided pursuant to Paragraph D of this
Article Seventh), even if less than a quorum, or by a sole remaining
Director. Any Director so elected to fill any vacancy on the Board of
Directors, including a vacancy created by an increase in the number of
Directors, shall hold office for the remaining term of Directors of the
class to which he has been elected and until his successor shall be elected
and shall qualify.
C. REMOVAL OF DIRECTORS. Exclusive of Directors, if any, elected
as provided pursuant to Paragraph D of this Article Seventh, a Director of
the Corporation may be removed from office prior to the expiration of his
term of office at any time, but only for cause and only by the affirmative
vote of a majority of the outstanding shares of capital stock of the
Corporation entitled to vote with respect to the election of such Director
at a meeting of the stockholders duly called for such purpose.
D. DIRECTORS ELECTED BY PREFERENCE SHARES. Notwithstanding the
foregoing, whenever the holders of any one or more classes or series of
Preference Shares issued by the Corporation shall have the right, voting
pursuant to the terms of such Preference Shares, to elect Directors at an
annual or special meeting of stockholders, the election, term of office,
filling of vacancies and other features of such Directorships shall be
governed by the terms of such Preference Shares. Unless expressly provided
by such terms, Directors so elected shall not be divided into classes and
during the prescribed terms of office of such Directors the Board of
Directors shall consist of such Directors in addition to the number of
Directors determined as provided in Paragraph A of this Article Seventh.
E. STOCKHOLDER NOMINATIONS. Advance notice of stockholder
nominations for the election of Directors shall be given in the manner
provided in the By-Laws of the Corporation.
EIGHTH: Elections of Directors need not be by written ballot unless
the By-Laws of the Corporation provide otherwise.
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NINTH: The Board of Directors shall have the power to adopt, amend,
restate, change or repeal the By-Laws of the Corporation or any provision
thereof.
TENTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.
ELEVENTH: Any action required or permitted to be taken at any annual
or special meeting of stockholders of the Corporation may be taken at an annual
or special meeting or by consent in writing by the stockholders of the
Corporation; provided, that action may not be taken by means of a consent in
writing unless such consent in unanimous.
TWELFTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
by binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
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IN WITNESS WHEREOF, the undersigned have executed this Certificate
this 28th day of October, 1992.
REXNORD CORPORATION
By: /s/ Thomas J. Jansen
-----------------------------------
Thomas J. Jansen, Vice President
By: /s/ Jean B. Kurowski
-----------------------------------
Jean B. Kurowski, Assistant Secretary
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[SEAL]
CERTIFICATE OF MERGER
OF
REXNORD ACQUISITION COMPANY, INC.
INTO
REXNORD CORPORATION
Pursuant to Section 251(c) of the General Corporation Law of the State of
Delaware (the "GCL"), the undersigned corporation organized and existing under
and by virtue of the GCL,
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the Merger are as follows:
NAME STATE OF INCORPORATION
Rexnord Acquisition Company, Inc. Delaware
Rexnord Corporation Delaware
SECOND: That an Agreement and Plan of Merger, dated as of December 1,
1993 (the "Agreement and Plan of Merger"), by and between the constituent
corporations of the Merger, has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations in accordance with the
requirements of Section 251(c) of the GCL
THIRD: That the name of the corporation surviving the Merger is Rexnord
Corporation.
FOURTH: That the restated certificate of incorporation of Rexnord
Corporation shall be the certificate of incorporation of the surviving
corporation.
FIFTH: That the executed Agreement and Plan of Merger is on file at the
principal place of business of the
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surviving corporation, which is 4701 West Greenfield Avenue, Milwaukee,
Wisconsin 53214.
SIXTH: That a copy of the Agreement and Plan of Merger will be furnished
by the surviving corporation, on request and without cost to any stockholder of
any constituent corporation.
SEVENTH: This Certificate of Merger shall be effective on the date and at
the time which this Certificate of Merger is filed.
IN WITNESS WHEREOF, the Company has caused this Certificate of Merger to be
executed in its corporate name this 31st day of January, 1994.
REXNORD CORPORATION
By: /s/ Thomas J. Jansen
---------------------------------
Name: Thomas J. Jansen
Title: Vice President,
Secretary and
Treasurer
Attest: /s/ James S. Eastham
---------------------------------
Name: James S. Eastham
Title: Assistant Secretary
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[SEAL]
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF REXNORD CORPORATION
The undersigned, being the duly elected Vice President of Rexnord
Corporation, a Delaware Corporation (the "Corporation"), pursuant to Section 242
of the Delaware General Corporate Law (the "DGCL") DOES HEREBY CERTIFY that:
(1) The Board of Directors of the Corporation has duly adopted and
recommended to the sole stockholder of the Corporation for approval, and
the sole stockholder has duly adopted by its written consent pursuant to
Section 228 of the DGCL, the amendment to the Certificate of Incorporation
of the Corporation to delete Article Fourth thereof in its entirety and
insert the following language in lieu thereof:
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Three Thousand (3000)
shares of Common Stock, par value $.01 per share.
(2) The Board of Directors of the Corporation has duly adopted and
recommended to the sole stockholder of the Corporation for approval, and
the sole stockholder has duly adopted by its written consent pursuant to
Section 228 of the DGCL, the amendment to the Certificate of Incorporation
of the Corporation to delete paragraphs B and C in Article Fifth thereof in
their entirety and insert the following language in lieu thereof:
B. DIVIDENDS. The Board of Directors of the Corporation may
declare a dividend on the Common stock, and holders of the Common
Stock shall share ratably in such dividend in
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proportion to the number of shares of such Common Stock held by
each.
C. LIQUIDATION. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the assets
of the Corporation shall be distributed ratably amount the holders of
Common Stock in proportion to the number of shares of such Common
Stock held by each.
(3) The Board of Directors of the Corporation has duly adopted and
recommended to the sole stockholder of the Corporation for approval, and
the sole stockholder has duly adopted by its written consent pursuant to
Section 228 of the DGCL, the amendment to the Certificate of Incorporation
of the Corporation to delete Article Sixth thereof in its entirety.
(4) The Board of Directors of the Corporation has duly adopted and
recommended to the sole stockholder of the Corporation for approval, and
the sole stockholder has duly adopted by its written consent pursuant to
Section 228 of the DGCL, the amendment to the Certificate of Incorporation
of the Corporation to amend Article Seventh thereof by deleting the first
clause in paragraph A thereof and capitalizing "t" in the word "the" that
immediately follows the clause to be deleted hereby.
(5) The Board of Directors of the Corporation has duly adopted and
recommended to the sole stockholder of the Corporation for approval, and
the sole stockholder has duly adopted by its written consent pursuant to
Section 228 of the DGCL, the amendment to the Certificate of Incorporation
of the Corporation to amend Article Seventh thereof by deleting the first
clause in paragraph B, C, D and E thereof in their entirety and
inserting the following language in lieu thereof:
B. VACANCIES. Any vacancy on the Board of Directors, whether
resulting from an increase in the number of Directors fixed by or
pursuant to the By-Laws of the Corporation or resulting from death,
resignation, disqualification, removal or otherwise shall be
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filled by the vote of the majority of the Directors then in office,
even if less than a quorum, or by a sole remaining Director. Any
Director so elected to fill any vacancy on the Board of Directors,
including a vacancy created by an increase in the number of
Directors, shall hold office for the remaining term of Directors
of the class to which he has been elected and until his successor
shall be elected and shall qualify.
C. REMOVAL OF DIRECTORS. A Director of the Corporation may be
removed from office prior to the expiration of his term of office
at any time, but only for cause and only by the affirmative vote of
a majority of the outstanding shares of capital stock of the
Corporation entitled to vote with respect to the election of such
Director at a meeting of the stockholders duly called for such
purpose.
D. STOCKHOLDER NOMINATIONS. Advance notice of stockholder
nominations for the election of Directors shall be given in the
manner provided in the By-Laws of the Corporation.
IN WITNESS WHEREOF, the undersigned DOES HEREBY DECLARE AND CERTIFY
that the facts herein stated are true and, accordingly, I have hereunto set
my hand this 25th day of March, 1994.
[ILLEGIBLE]
----------------------------
Vice President
Attested this 25th day of
March, 1994, by:
/s/ Edgar P. DeVylder
- ----------------------------
Edgar P. DeVylder
Secretary
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[SEAL]
CERTIFICATE OF MERGER
OF
MB MANUFACTURING, INC.
INTO
REXNORD CORPORATION
**********
The undersigned corporation, Rexnord Corporation, a Delaware
corporation, DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger is as follows:
NAME STATE OF INCORPORATION
MB MANUFACTURING, INC. NEVADA
REXNORD CORPORATION DELAWARE
SECOND: That a Plan and Agreement of Merger between the parties to the
merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with the requirements of Section
252 of the General Corporation Law of the State of Delaware.
THIRD: The name of the surviving corporation in the merger is Rexnord
Corporation, a Delaware corporation.
FOURTH: The Certificate of Incorporation of Rexnord Corporation, a
Delaware corporation, as amended, shall be the Certificate of Incorporation of
the surviving corporation.
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FIFTH: As executed Plan and Agreement of Merger is on file at the
principal place of business of the surviving corporation, and the address of
said principal place of business of the surviving corporation is 4701 West
Greenfield Avenue, Milwaukee, Wisconsin 53214.
SIXTH: A copy of the Plan and Agreement of Merger will be furnished
upon request without cost to any stockholder of any constituent corporation.
SEVENTH: This Certificate of Merger shall be effective upon its filing
with the Delaware Secretary of State.
Date as of April 28, 1999.
ATTEST: REXNORD CORPORATION
By: /s/ Edgar P. DeVylder By: /s/ Peter C. Wallace
---------------------------- ----------------------------
Edgar P. DeVylder, Peter C. Wallace,
Its Secretary Its President
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
----------------------------
Rexnord 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 as follows:
1. That the Board of Directors of the Corporation, desiring to amend
the Certificate of Incorporation of the Corporation, has adopted the following
resolution by unanimous written consent in accordance with the provisions of
Section 141(f) of the General Corporation Law of Delaware:
RESOLVED, that Article FIRST of the Certificate of
Incorporation of the Corporation shall be amended to change
the name of the Corporation, and as so amended, shall read
in its entirety as follows:
"FIRST: The name of the corporation (the "Corporation") is
Rexnord North America Holdings, Inc."
2. The resolution amending the Certificate of Incorporation of the
Corporation was duly adopted by written consent of the sole stockholder of the
Corporation in accordance with the applicable provisions of Sections 228 and 242
of the General Corporation Law of the State of Delaware, and written notice of
the adoption of such resolution has been given as provided by Section 222 of the
General Corporation Law to every stockholder entitled to such notice.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to its Certificate of Incorporation to be signed by Irwin M. Shur, its
Vice President and Secretary, this 25th day of November, 2002.
By: /s/ Irwin M. Shur
------------------------
Irwin M. Shur,
Its Vice President
[SEAL]
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[SEAL]
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
REXNORD NORTH AMERICA HOLDINGS, INC.
Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, Rexnord North America Holdings, Inc., a Delaware corporation (the
"Corporation"), hereby certifies that:
1. The Certificate of Incorporation of the Corporation is hereby amended by
deleting the present Article FIRST and inserting in lieu thereof a new Article
FIRST as follows:
FIRST: The name of the corporation (the "Corporation") is Rexnord
Industries, Inc.
2. The Directors of the Corporation, by unanimous written consent, declared
the foregoing amendment advisable and referred it to the sole stockholder of the
Corporation for a vote and approval; and
3. The sole stockholder of the Corporation, by written consent, has adopted
and approved the foregoing amendment.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to the Certificate of Incorporation of the Corporation to be signed
and executed in its corporate name by Thomas J. Jansen, its Vice President this
11th day of December, 2002.
/s/ Thomas J. Jansen
--------------------
By: Thomas J. Jansen
Title: Vice President