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Exhibit 3.3
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
C & G SYSTEMS, INC.
C & G SYSTEMS, INC., a corporation organized and existing under the laws of
the State of Illinois (the "CORPORATION"), hereby certifies as follows:
A. The original Articles of Incorporation of the Corporation were filed
with the Secretary of State of the State of Illinois on December 2, 1993 under
the Corporation's former name "LTK Systems Inc." The Corporation filed an
amendment to change its name to "C & G Systems, Inc." on January 27, 1994.
B. These Amended and Restated Articles of Incorporation have been duly
adopted in accordance with Section 10.40 of the Illinois Business Corporation
Act (the "BCA") to put into effect and carry out the First Amended and Restated
Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code for
Thermadyne Holdings Corporation, et al., as confirmed on April 3, 2003 by order
of the United States Bankruptcy Court for the Eastern District of Missouri,
Eastern Division. The Court had jurisdiction over the proceedings under 28
U.S.C. Sections 157 and 1334.
C. The First and Second Articles of the Articles of Incorporation are
hereby restated to read as follows:
FIRST: The name of the Corporation is C & G SYSTEMS, INC.
SECOND: The registered office of the Corporation in the State of Illinois
is located at 208 South LaSalle Street, in the City of Chicago, County of Cook,
zip code 60604. The name of the registered agent of the Corporation at such
address is CT Corporation.
D. The Third Article of the Articles of Incorporation is hereby amended
to read as follows:
THIRD: The purpose for which the Corporation is organized is to engage in
any and all lawful acts and activity for which corporations may be organized
under the BCA. The Corporation will have perpetual existence.
E. The current stock as of the date hereof is 1,000 shares of common
stock authorized, 1,000 shares of common stock issued, and the paid-in capital
is $1,000. The Fourth Article of the Articles of Incorporation is hereby amended
to change the par value of the common stock of the Corporation from no par value
to "par value $0.01 per share." The Fourth Article is further amended to add the
following:
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"Notwithstanding any other provision contained herein to the contrary, the
Corporation shall not issue nonvoting equity securities. This prohibition on
issuance of nonvoting equity securities is included in these Amended and
Restated Articles of Incorporation in compliance with Section 1123 of the
Bankruptcy Code, and shall have no force and effect except to the extent and for
so long as such Section 1123 is applicable to the Corporation."
F. The Fifth Article of the Articles of Incorporation is hereby amended
to change the par value of the common stock of the Corporation from no par value
to "par value $0.01 per share."
G The Sixth and Seventh Articles of the Articles of Incorporation are
hereby amended to read as follows:
SIXTH: Directors of the Corporation need not be elected by written ballot
unless the bylaws of the Corporation otherwise provide.
SEVENTH: The directors of the Corporation shall have the power to adopt,
amend, and repeal the bylaws of the Corporation.
H. The Eighth, Ninth and Tenth Articles of the Articles of Incorporation
are hereby amended to read as follows:
EIGHTH: No contract or transaction between the Corporation and one or more
of its directors, officers, or stockholders or between the Corporation and any
person (as used herein "PERSON" means other corporation, partnership,
association, firm, trust, joint venture, political subdivision, or
instrumentality) or other organization in which one or more of its directors,
officers, or stockholders are directors, officers, or stockholders, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee that authorizes the contract or transaction, or solely
because his, her, or their votes are counted for such purpose, if: (i) the
material facts as to his or her relationship or interest and as to the contract
or transaction are disclosed or are known to the board of directors or the
committee, and the board of directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to his or her relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (iii) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved, or ratified by the board of directors, a committee thereof, or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the board of directors or of a committee
which authorizes the contract or transaction.
"NINTH: The Corporation shall indemnify any person who was, is, or is
threatened to be made a party to a proceeding (as hereinafter defined) by reason
of the
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fact that he or she (i) is or was a director or officer of the Corporation or
(ii) while a director or officer of the Corporation, is or was serving at the
request of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of another foreign
or domestic corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan, or other enterprise, to the fullest extent permitted
under the BCA, as the same exists or may hereafter be amended. Such right shall
be a contract right and as such shall run to the benefit of any director or
officer who is elected and accepts the position of director or officer of the
Corporation or elects to continue to serve as a director or officer of the
Corporation while this Article Ninth is in effect. Any repeal or amendment of
this Article Ninth shall be prospective only and shall not limit the rights of
any such director or officer or the obligations of the Corporation with respect
to any claim arising from or related to the services of such director or officer
in any of the foregoing capacities prior to any such repeal or amendment to this
Article Ninth. Such right shall include the right to be paid by the Corporation
expenses incurred in defending any such proceeding in advance of its final
disposition to the maximum extent permitted under the BCA, as the same exists or
may hereafter be amended. If a claim for indemnification or advancement of
expenses hereunder is not paid in full by the Corporation within sixty (60) days
after a written claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim, and if successful in whole or in part, the claimant shall
also be entitled to be paid the expenses of prosecuting such claim. It shall be
a defense to any such action that such indemnification or advancement of costs
of defense are not permitted under the BCA, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its board of directors or any committee thereof, independent legal
counsel, or stockholders) to have made its determination prior to the
commencement of such action that indemnification of, or advancement of costs of
defense to, the claimant is permissible in the circumstances nor an actual
determination by the Corporation (including its board of directors or any
committee thereof, independent legal counsel, or stockholders) that such
indemnification or advancement is not permissible shall be a defense to the
action or create a presumption that such indemnification or advancement is not
permissible. In the event of the death of any person having a right of
indemnification under the foregoing provisions, such right shall inure to the
benefit of his or her heirs, executors, administrators, and personal
representatives. The rights conferred above shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute, by-law,
resolution of stockholders or directors, agreement, or otherwise.
The Corporation may additionally indemnify any employee or agent of the
Corporation to the fullest extent permitted by law.
As used herein, the term "PROCEEDING" means any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
suit, or proceeding.
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
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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 knowing violation of
law, (iii) under Section 8.65 of the BCA, or (iv) for any transaction from which
the director derived an improper personal benefit. Any repeal or amendment of
this Article Tenth by the stockholders of the Corporation shall be prospective
only, and shall not adversely affect any limitation on the personal liability of
a director of the Corporation arising from an act or omission occurring prior to
the time of such repeal or amendment. In addition to the circumstances in which
a director of the Corporation is not personally liable as set forth in the
foregoing provisions of this Article Tenth, a director shall not be liable to
the Corporation or its stockholders to such further extent as permitted by any
law hereafter enacted, including without limitation any subsequent amendment to
the BCA."
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The undersigned Corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms under penalties of perjury, that
the facts stated herein are true as of this 19th day of May, 2003.
C & G SYSTEMS, INC.
/s/ Patricia S. Williams
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Patricia S. Williams
Vice President, General Counsel and Secretary
/s/ James H. Tate
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James H. Tate
Senior Vice President, Chief Financial Officer and
Office of the Chairman