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Exhibit 3.25
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/01/2001
010103209 - 3068433
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PECOS COMPANY
Incorporated pursuant to the Certificate
of Incorporation filed with the Secretary
of State of Delaware on July 12, 1999.
Incorporated as PEGOS ACQUISITION COMPANY
Pecos Company, a Delaware corporation, hereby certifies that this Amended
and Restated Certificate of Incorporation has been duly adopted in accordance
with Sections 242 and 245 of the General Corporation Law of the State of
Delaware:
A. The Certificate of Incorporation of the Corporation is hereby amended and
restated in its entirety.
B. The Certificate of Incorporation of the Corporation as amended and
restated herein shall upon filing of this Amended and Restated
Certificate of Incorporation with the Secretary of State of the State of
Delaware read as follows:
1. The name of this Corporation is Medtech Holdings, Inc.
2. The registered office of this Corporation in the State of Delaware is
located at 2711 Centerville Road, Suite 400, City of Wilmington, County
of New Castle Delaware 19808. The name of its registered agent at such
address is Corporation Service Company.
3. The purpose of this 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.
4. CAPITAL STOCK.
4.1. AUTHORIZED SHARES. The total number of shares of capital stock
that the Corporation has authority to issue is Nine Million Two Hundred Thousand
(9,200,000) shares, consisting of:
(a) Seven Million (7,000,000) shares of Class A-1 Common Stock, par
value $0.01 per share ("CLASS A-1 COMMON STOCK");
(b) One Million Five Hundred Thousand (1,500,000) shares of Class A-2
Common Stock, par value $0.01 per share ("CLASS A-2 COMMON
STOCK");
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(b) Seven Hundred Thousand (700,000) shares of Class L Common Stock,
par value $0.01 per share ("CLASS L COMMON STOCK").
The Class A-1 Common Stock and the Class L Common Stock are referred to
collectively as the "VOTING COMMON STOCK". The Class A-1 Common Stock and the
Class A-2 Common Stock are referred to collectively as the "CLASS A COMMON
STOCK". The Class A Common Stock and the Class L Common Stock are referred to
collectively as the "COMMON STOCK". Each class of Common Stock shall be referred
to as a class of Common Stock. The shares of Common Stock shall have the rights,
preferences, privileges and limitations set forth below.
4.2. DEFINITIONS. As used in this Article 4, the following terms have
the following definitions:
4.2.1. "AFFILIATE" shall mean, with respect to any Person, any
other Person directly or indirectly controlling, controlled by or under
common control with such Person.
4.2.2. "APPLICABLE PRICE PER SHARE" shall mean, (a) at the Public
Offering Time, the Public Offering Price and (b) at the time of any other
Realization Event, a fraction, the numerator of which is the excess, if
any, of (i) the aggregate value of all Common Stock of the Corporation
over (ii) the aggregate Remaining Class L Minimum Payment Amount with
respect to all shares of Class L Common Stock outstanding and the
denominator of which is the aggregate number of shares (on a fully
diluted basis) of Class A Common Stock and Class L Common Stock (assuming
each share of Class L Common Stock outstanding immediately prior to such
Realization Event had been converted into a number of shares of Class L
Common Stock equal to the Class L Conversion Constant). For the purpose
of clause (b)(l) above, (x) if all of the Common Stock of the Corporation
is being Transferred in the subject Realization Event, the aggregate
value of all Common Stock of the Corporation shall be the consideration
to be paid in respect of Common Stock in such Realization Event, after
deducting all commissions, fees and expenses paid in connection with such
Realization Event and (y) if less than all of the Common Stock of the
Corporation is being Transferred in the subject Realization Event, the
aggregate value of all Common Stock of the Corporation shall be the
consideration to be paid in respect of Common Stock in such Realization
Event, after deducting all commissions, fees and expenses paid in
connection with such Realization Event, with a proportionate adjustment
as determined by the Board of Directors in good faith.
4.2.3. "BHCA" means the Bank Holding Company Act of 1956, as
amended.
4.2.4. "BHCA INTEREST" means, as of the date of any determination,
that number of shares of Voting Common Stock (or other voting stock) of a
BHCA Holder which exceeds 4.99% of the total number of shares of Voting
Common Stock (or other voting stock), other than other BHCA Interests, of
the class of Common Stock (or other stock) to
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which such Voting Common Stock (or other voting stock) belongs, either
singly, and/or together with any one or more other classes of Common
Stock (or other stock), other than other BHCA Interests, with which such
class of Voting Common Stock (or other voting stock) is required to be
aggregated for purposes of determining compliance with the BHCA.
4.2.5. "BHCA HOLDER" means each holder of Common Stock (or other
stock) subject to the BHCA and any transferee of such holder but, with
respect to such transferee, only to the extent that the portion of its
Common Stock (or other stock) acquired from such holder was a BHCA
Interest at the time of such acquisition.
4.2.6. "BOARD OF DIRECTORS" shall mean the Board of Directors of
the Corporation.
4.2.7. "CLASS L BASE AMOUNT" shall mean $100.00.
4.2.8. "CLASS L CONVERSION CONSTANT" shall mean, at any time as of
which it is to be determined, one, adjusted as provided in Section 4.7 of
this Article 4.
4.2.9. "CLASS L CONVERSION FACTOR" shall mean, at any time as of
which it is to be determined, the sum of
(i) the Class L Conversion Constant
PLUS
(ii) the quotient obtained by DIVIDING
(a) the Remaining Class L Minimum Payment Amount
BY
(b) Applicable Price per Share.
all determined at such time.
4.2.10. "DISTRIBUTIONS" shall mean all distributions made by the
Corporation to holders of Common Stock, whether by dividend or otherwise
(including but not limited to any distributions made by the Corporation
to holders of Common Stock in complete or partial liquidation of the
Corporation or upon a sale of all or substantially all of the business or
assets of the Corporation and its subsidiaries on a consolidated basis);
PROVIDED, HOWEVER, that the following shall not be a Distribution: (a)
any redemption or repurchase by the Corporation of any shares of Common
Stock held by managers, employees, officers or directors of the Company,
or by the Company's consultants or strategic partners in each case in
connection with the termination of their relationship with the Company,
(b) any recapitalization or exchange of any shares of Common Stock.
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or (c) any subdivision or increase in the number of (by stock split,
stock dividend or otherwise), or any combination in any manner of, the
outstanding shares of Common Stock.
4.2.11. "PERSON" shall mean any individual, partnership,
corporation, association, trust, joint venture, unincorporated
organization or other entity.
4.2.12. "PUBLIC OFFERING PRICE" shall mean the price per share
received by the Corporation in connection with the sale of shares of
Class A-l Common Stock to the public at the Public Offering Time (taking
into account any subdivision, increase or combination of the
Corporation's common stock in connection with the public offering), net
of any expenses incurred and any underwriting commissions or concessions
paid or allowed by the Corporation in connection therewith.
4.2.13. "PUBLIC OFFERING TIME" shall mean the time of the initial
sale of shares of Class A-l Common Stock (taking into account any
subdivision, increase or combination of the Corporation's Common Stock in
connection with the public offering) of the Corporation with aggregate
proceeds to the Company of at least $30,000,000 in an underwritten public
offering of such shares registered with the Securities and Exchange
Commission and immediately prior to any transfer of beneficial ownership
of such shares in such offering.
4.2.14. "QUALIFIED INSTITUTIONAL INVESTOR" shall mean TSG2 L.P.,
TSG3 L.P., Windjammer Mezzanine & Equity Fund II, L.P., CIT Lending
Services Corporation, Antares capital Corporation and their Affiliates.
4.2.15. "REALIZATION EVENT" shall mean the Transfer of Common
Stock.
4.2.16. "REMAINING CLASS L MINIMUM PAYMENT AMOUNT" shall mean,
with respect to any share of Class L Common Stock at any time the amount
that would then be required to be distributed with respect to such share
pursuant to Section 4.6.1 of this Article 4 in order for no further
Distributions to be payable with respect to such share pursuant to such
Section 4.6.1.
4.2.17. "TRANSFER" shall mean a sale, transfer or other
disposition for value.
4.3. SHARES IDENTICAL. Except as otherwise provided in this Article 4,
for purposes of this Article 4, all shares of Common Stock shall, to the fullest
extent permitted by applicable law, be identical in all respects and shall
entitle the holders thereof to the same rights, privileges and preferences and
shall be subject to the same qualifications, limitations and restrictions.
4.4. VOTING RIGHTS. Subject to the powers, preferences and rights of
any class of stock (or any series thereof) having any preference or priority
over, or rights superior to, the Common Stock that the Corporation may hereafter
become authorized to issue, to the fullest extent permitted by applicable law,
and except as otherwise expressly provided in this Certificate of Incorporation,
with respect to each matter submitted to a vote of the stockholders of the
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Corporation, (i) the holders of the Class A-1 Common Stock and Class L Common
Stock shall vote together as a single class; (ii) each holder of Class A-1
Common Stock shall be entitled to one (1) vote for each share of Class A-1
Common Stock held by such holder; and (iii) the holder of each share of Class L
Common Stock issued and outstanding shall be entitled to that number of votes
equal to the Class L Conversion Constant.
4.4.1. Except as otherwise provided in this Article 4 or as
otherwise required by applicable law which cannot be superseded by the
provisions of this Certificate of Incorporation, the holders of Class A-2
Common Stock shall not be entitled to any vote in respect of such shares
on any matter, and such shares shall not be included in determining the
number of shares voting or entitled to vote on such matter.
4.4.2. Notwithstanding the provisions of Section 242(b)(2) of the
Delaware Corporation Law or anything to the contrary in this Article 4,
the number of authorized shares of any class or classes of capital stock
of the Corporation may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the outstanding shares of Voting Common Stock
without a vote by class.
4.5. DIRECTORS. The number of directors constituting the entire Board
of Directors shall be seven or such greater number determined as provided in the
Bylaws of the Corporation, in either case subject to reduction as provided in
Section 4.5.2 of this Article 4. The holders of record of the outstanding shares
of Voting Common Stock, voting as a single class, shall be entitled to elect
each of the directors constituting the entire Board of Directors as provided in
the voting agreement contained in Section 2 of the Stockholders Agreement dated
on or about March 1, 2001, as amended and in effect from time to time, among
this Corporation and certain of its Stockholders as defined therein.
4.5.1. Each director shall be entitled to one vote on all matters
to be voted on by the directors.
4.5.2. Any vacancy on the Board of Directors shall be filled only
by vote of the holders of a majority of the outstanding shares of Common
Stock, voting as a single class. The Board of Directors shall be deemed
to be duly constituted notwithstanding one or more vacancies in its
membership, whether because of the failure of the stockholders to elect
the full number of directors to which such class is entitled or
otherwise. Any such vacancy shall automatically reduce the Number of
Directors PRO TANTO, until such time as the holders of Common Stock shall
have exercised their right to elect a director to fill such vacancy,
whereupon the Number of Directors shall be automatically increased PRO
TANTO.
4.6. DISTRIBUTIONS. All Distributions shall be made to the holders of
Common Stock in the following order of priority:
4.6.1. First, the holders of the shares of Class L Common Stock
(other than shares concurrently being converted into Class A-1 Common
Stock), as a single and
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separate class, shall be entitled to receive all Distributions until
there has been paid with respect to each such share from amounts then and
previously distributed pursuant to this Section 4.6.1 an amount equal to
the Class L Base Amount plus an amount sufficient to generate an internal
rate of return thereon equal to eight (8%) per cent per annum, compounded
quarterly. Such internal rate of return shall be calculated in
accordance with accepted financial practices, treating the Class L Base
Amount of each share as having been paid for such share on the date on
which such share shall have been originally issued by the Corporation and
each Distribution with respect to the Class L Common Stock as having been
made on the date it is actually paid by the Corporation.
4.6.2. Second, after the full required amount of Distributions
have been made pursuant to Section 4.6.1 above, all holders of the shares
of Common Stock, as a single class, shall thereafter be entitled to
receive all remaining Distributions pro rata based on the number of
outstanding shares of Common Stock; PROVIDED that for purposes of this
Section 4.6.2, each share of Class L Common Stock shall be deemed to have
been converted into a number of shares of Class A-l Common Stock equal to
the Class L Conversion Constant.
4.6.3. All Distributions pursuant to Sections 4.6.1 and 4.6.2
shall be made ratably among the holders of the class or classes of Common
Stock in question, based on the number of shares of such class held by
such holders.
4.7. STOCK SPLITS AND STOCK DIVIDENDS. The Corporation shall not in any
manner subdivide or increase the number of (by stock split, stock dividend or
other similar manner), or combine in any manner, the outstanding shares of Class
L Common Stock. The Corporation shall not in any manner subdivide or increase
the number of (by stock split, stock dividend or other similar manner), or
combine in any manner, the outstanding shares of Class A-l Common Stock unless a
proportional adjustment is made to the Class L Conversion Constant. The
Corporation shall not in any manner subdivide or increase the number of (by
stock split, stock dividend or other similar manner), or combine in any manner,
the outstanding shares of Class A-2 Common Stock unless a proportional
adjustment is made to the Class L Conversion Constant. In no event shall any
such subdivision or increase constitute a Distribution in respect of any share
of Common Stock.
4.8. Mandatory Conversion of Class L Common Stock.
4.8.1. CONVERSION IN CONNECTION WITH PUBLIC OFFERING. Immediately
prior to the Public Offering Time, without any action by the Board of
Directors or any stockholder of the Corporation, each outstanding share
of Class L Common Stock shall automatically convert into a number of
shares of Class A-l Common Stock equal to the Class L Conversion Factor
at the time of conversion.
4.8.2. CONVERSION IN CONNECTION WITH A REALIZATION EVENT. At any
time, in connection with a Realization Event, upon a vote of the Board of
Directors including the affirmative vote of the director nominated by
Windjammer Mezzanine & Equity Fund II, L.P., if any, each outstanding
share of Class L Common Stock shall automatically
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convert into a number of shares of Class A-1 Common Stock equal to the
Class L Conversion Factor at the time of conversion; and such vote may be
taken prior to such Realization Event provided that the effectiveness
thereof and the conversion of shares effected thereby are conditioned and
made effective upon the occurrence of such Realization Event.
4.8.3. FRACTIONAL SHARES, ETC. Upon conversion under Section 4.8.1
or 4.8.2 above, fractional shares shall be converted into equivalent
fractional shares of Class A-l Common Stock (or, at the discretion of the
Board of Directors, eliminated in return for payment therefor in cash at
the fair market value thereof, as determined in good faith by the Board
of Directors). No Distributions shall be or become payable on any shares
of Class L Common Stock pursuant to Section 4.6 of this Article 4 at or
following such conversion. From and after such conversion, such shares of
Class L Common Stock shall be retired and shall not be reissued, and upon
the filing of a certificate in accordance with Section 243 of the General
Corporation Law of the State of Delaware, the authorized shares of Class
L Common Stock shall be eliminated.
4.9. MANDATORY CONVERSION OF CLASS A-2 COMMON STOCK. Immediately prior
to the Public Offering Time, without any action by the Board of Directors or any
stockholder of the Corporation, and at any other time at or after the
consummation of a Realization Event, upon a vote of the Board of Directors, each
outstanding share of Class A-2 Common Stock shall automatically convert into one
share of Class A-l Common Stock; PROVIDED, HOWEVER, that no such vote shall be
effective prior to the consummation of a Realization Event unless such vote and
conversion are conditioned and made effective upon the occurrence of the
Realization Event. Fractional shares shall be converted into equivalent
fractional shares of Class A-l Common Stock (or, at the discretion of the Board
of Directors, eliminated in return for payment therefor in cash at the fair
market value thereof, as determined in good faith by the Board of Directors). No
Distributions shall be or become payable on any shares of Class A-2 Common Stock
pursuant to Article 4.6 at or following such conversion. From and after such
conversion, (a) such shares of Class A-2 Common Stock shall be retired and shall
not be reissued and (b) upon filing of a certificate in accordance with Section
243 of the General Corporation Law of the State of Delaware, the authorized
shares of Class A-2 Common Stock shall be eliminated.
4.10. EFFECT OF CONVERSION. Upon conversion of any share of Common
Stock, the holder shall surrender the certificate evidencing such share to the
Corporation at its principal place of business. Promptly after receipt of such
certificate, the Corporation shall issue and send to such holder a new
certificate, registered in the name of such holder, evidencing the number of
shares of Class A-1 Common Stock into which such share has been converted. From
and after the time of conversion of any share of Common Stock, the rights of the
holder thereof as such shall cease; the certificate formerly evidencing such
share shall, until surrendered and reissued as provided above, evidence the
applicable number of shares of the applicable class of Common Stock; and such
holder shall be deemed to have become the holder of record of the applicable
number of shares of the applicable class of Common Stock.
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4.11. REPLACEMENT. Upon receipt of an affidavit of the registered owner
of one or more shares of any class of Common Stock (or such other evidence as
may be reasonably satisfactory to the Corporation) with respect to the ownership
and the loss, theft, destruction or mutilation of any certificate evidencing
such shares of Common Stock, and in the case of any such loss, theft or
destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation (it being understood that if the holder is a Qualified Institutional
Investor, or any other holder of shares of Common Stock of the Corporation which
is an entity regularly engaged in the business of investing in companies and
meets such requirements of creditworthiness as may reasonably be imposed by the
Corporation in connection with the provisions of this paragraph, its own
agreement will be satisfactory), or, in the case of any such mutilation upon
surrender of such certificate, the Corporation shall execute and deliver in lieu
of such certificate a new certificate of like kind representing the number of
shares of such class represented by such lost, stolen, destroyed or mutilated
certificate and dated the date of such lost, stolen, destroyed or mutilated
certificate.
4.12. NOTICES. All notices referred to herein shall be in writing, shall
be delivered personally or by first class mail, postage prepaid, and shall be
deemed to have been given when so delivered or mailed to the Corporation at its
principal executive offices and to any stockholder at such holder's address as
it appears in the stock records of the Corporation (unless otherwise specified
in a written notice to the Corporation by such holder).
4.13. PROHIBITION ON DISTRIBUTIONS CONSTITUTING TAXABLE EVENTS.
Notwithstanding anything to the contrary in this Article 4, the Corporation
shall not, without the written approval of the holders of a majority of the
shares of Class L Common Stock or, if there is no Class L Common Stock then
outstanding, the holders of a majority of the Class L Common Stock at the time
such Common Stock was converted into Class A-1 Common Stock, pay any dividend or
make any other distribution on any share of capital stock or other security or
interest in the Corporation other than Class L Common Stock, or take any other
action, so long as any share of Class L Common Stock is outstanding and for
three years thereafter, if the effect of such dividend, distribution or action
might be to make (a) an increase of the Remaining Class L Minimum Payment
Amount, (b) a conversion of the Class L Common Stock into Class A-l Common Stock
or (c) an adjustment of the Class L Conversion Factor a taxable event to the
holders of the Class L Common Stock. No amendment to the provisions of this
Section 4.12 shall be effective without the prior written consent of the holders
of a majority of the then outstanding shares of Class L Common Stock or, if
there is no Class L Common Stock then outstanding, the holders of a majority of
the Class L Common Stock at the time such Common Stock was converted into Class
A Common Stock.
5. Any BHCA Interest shall be a non-voting interest in this Corporation
(whether or not subsequently transferred in whole or in part to any other
Person) except as provided in the following sentence. Upon the issuance of any
additional shares of Voting Common Stock (or other voting stock), stock split,
stock dividend or other increase in the number of shares of Voting Common Stock
(or other voting stock) or a combination, repurchase, redemption, reacquisition
or other diminution of the number of shares of Voting Common Stock (or other
voting stock), a recalculation of the interests in this Corporation held by all
BHCA Holders shall
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be made, and only that portion of the total interest in this Corporation held by
each BHCA Holder that is determined as of the date of such issuance, stock
split, stock dividend or other increase, or combination, repurchase, redemption,
reacquisition or other diminution to be held by each BHCA Holder and that is
determined as of the date of such issuance, stock split, stock dividend or other
increase, or combination, repurchase, redemption, reacquisition or other
diminution to be in excess of 4.99% (or such greater percentage as may be
allowed by the BHCA) of the total number of shares of Voting Common Stock (or
other voting stock), other than other BHCA Interests, of the class of Voting
Common Stock (or other voting stock) to which such Voting Common Stock (or other
voting stock) belongs, either singly, and/or together with any one or more other
classes of Voting Common Stock (or other voting stock), other than other BHCA
Interests, with which such class of Voting Common Stock (or other voting stock)
is required to be aggregated for purposes of determining compliance with the
BHCA, shall be a non-voting interest in this Corporation. BHCA Interests shall
not be counted as interests of BHCA Holders for purposes of determining whether
any vote required hereunder or under any related document or agreement has been
approved by the requisite percentage of the holders of Voting Common Stock (or
other voting stock). Except as provided in this section, a BHCA Interest shall
be identical in all regards to all other shares of Voting Common Stock (or other
voting stock) of the class of Voting Common Stock (or other voting stock) to
which such BHCA Interest belongs. This Section 5 and the other provisions
relating to the BHCA set forth in this Certificate of Incorporation may not be
amended, modified, supplemented, repealed or rescinded without the approval of
each BHCA Holder.
6. The election of directors need not be by ballot unless the Bylaws shall
so require.
7. In furtherance and not in limitation of the power conferred upon the
Board of Directors by law, the Board of Directors shall have power to make,
adopt, alter, amend and repeal from time to time Bylaws of this Corporation,
subject to the right of the stockholders entitled to vote with respect thereto
to alter and repeal by-laws made by the Board of Directors.
8. A director of this Corporation shall not be liable to this Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent that exculpation from liability is not permitted
under the General Corporation Law of the State of Delaware as in effect at the
time such liability is determined. No amendment or repeal of this Article 8
shall apply to or have any effect on the liability or alleged liability of any
director of this Corporation for or with respect to any acts or omissions of
such director occurring prior to such amendment or repeal.
9. This Corporation shall, to the maximum extent permitted from time to time
under the law of the State of Delaware, indemnify and upon request shall advance
expenses to any person who is or was a party or is threatened to be made a party
to any threatened, pending or completed action, suit, proceeding or claim,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was or has agreed to be a director or officer of this
Corporation or while a director or officer is or was serving at the request of
this Corporation as a director, officer, partner, trustee, employee or agent of
any corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans,
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against expenses (including attorney's fees and expenses), judgments, fines,
penalties and amounts paid in settlement incurred in connection with the
investigation, preparation to defend or defense of such action, suit, proceeding
or claim; PROVIDED, HOWEVER, that the foregoing shall not require this
Corporation to indemnify or advance expenses to any person in connection with
any action, suit, proceeding, claim or counterclaim initiated by or on behalf of
such person. Such indemnification shall not be exclusive of other
indemnification rights arising under any by-law, agreement, vote of directors or
stockholders or otherwise and shall inure to the benefit of the heirs and legal
representatives of such person. Any person seeking indemnification under this
Article 9 shall be deemed to have met the standard of conduct required for such
indemnification unless the contrary shall be established. Any repeal or
modification of the foregoing provisions of this Article 9 shall not adversely
affect any right or protection of a director or officer of this Corporation with
respect to any acts or omissions of such director or officer occurring prior to
such repeal or modification.
10. The books of this Corporation may (subject to any statutory requirements)
be kept outside the State of Delaware as may be designated by the Board of
Directors or in the Bylaws of this Corporation.
11. If at any time this Corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, for so long
as such class is so registered, any action by the stockholders of such class
must be taken at an annual or special meeting of stockholders and may not be
taken by written consent.
12. This Corporation shall not be governed by Section 203 of the General
Corporation Law of the State of Delaware
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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation to be signed by its Vice President as of this 1st
day of March, 2001.
/s/ James L. O'Hara
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James L. O'Hara
Vice President