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Exhibit 3.21
PAGE 1
DELAWARE
THE FIRST STATE
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED
FROM AND INCLUDING THE RESTATED CERTIFICATE OF "JCG HOLDINGS (USA), INC." AS
RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
RESTATED CERTIFICATE, FILED THE TWENTY-SEVENTH DAY OF JULY, A.D. 2004, AT
5:28 O'CLOCK P.M.
[SEAL]
3806543 8100X
040557564
/s/ Harriet Smith Windsor
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Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 3265323
DATE: 07-29-04
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STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 06:07 PM 07/27/2004
FILED 05:28 PM 07/27/2004
SRV 040549590 - 3806543 FILE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
JCG HOLDINGS (USA), INC.
JCG Holdings (USA), Inc. (the "Corporation") a corporation duly
organized and existing under and by the General Corporation Law of the State of
Delaware (the "Delaware Law"), does hereby certify:
The original Certificate of Incorporation of the Corporation was filed
with the Secretary of State of Delaware on May 20, 2004. This Amended and
Restated Certificate of Incorporation amends and restates the original
Certificate of Incorporation.
I. That the Corporation's Board of Directors, by a written consent
executed in accordance with Section 141(f) of the Delaware Law on July 22, 2004
adopted a resolution setting forth the Amended and Restated Certificate of
Incorporation set forth below (the "Certificate"), declaring it advisable and
submitting it to the stockholders of the Corporation entitled to vote in respect
thereof for their consideration.
II. That by written consent executed in accordance with Section 228(a) of
the Delaware Law on July 22, 2004 the stockholders of the Corporation voted in
favor of the adoption of the Certificate.
III. That the Certificate has been duly adopted in accordance with Sections
242 and 245 of the Delaware Law:
FIRST: The name of the corporation (hereinafter called the "Corporation")
is JCG Holdings (USA), Inc.
SECOND: The address, including street, number, city, and county, of the
registered office of the Corporation in the State of Delaware is 615 South
DuPont Highway, City of Dover 19901, County of Kent; and the name of the
registered agent of the Corporation in the State of Delaware at such address is
National Corporate Research, LTD.
THIRD: The purposes of the corporation are to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 200,000 consisting of (A) 100,000 shares of Common
Stock, par value $0.01 per share (the "Common Stock"), and (B) 100,000 shares
of Preferred Stock, par value $0.01 per share (the "Preferred Stock").
(A) COMMON STOCK
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1. VOTING RIGHTS. Except as otherwise required by law, the holders of
shares of Common Stock shall be entitled to one vote for each share so held with
respect to all matters voted on by the stockholders of the Corporation, subject
to all cases to the voting rights, if any, of any holders of Preferred Stock.
2. LIQUIDATION RIGHTS. Subject to the prior and superior right, if
any, of the Preferred Stock upon any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, the holders of
Common Stock shall be entitled to receive that portion of the remaining funds to
be distributed. The funds shall be paid to the holders of Common Stock on the
basis of the number of shares of Common Stock held by each of them.
3. DIVIDENDS. Subject to the rights, if any, of any holders of
Preferred Stock, dividends and other distributions in cash, securities or
property of the Corporation may be paid on the Common Stock as and when declared
by the Board of Directors out of the assets and funds legally available
therefor.
4. RESIDUAL RIGHTS. All rights accruing to the outstanding shares of
the Corporation not expressly provided for to the contrary herein (or in any
amendment hereto) shall be vested in the Common Stock.
(B) PREFERRED STOCK
1. The Board of Directors of the Corporation is authorized to provide,
by resolution, for one or more series of Preferred Stock to be comprised of
authorized but unissued shares of Preferred Stock. Except as may be required by
law, the shares in any series of Preferred Stock need not be identical to any
other series of Preferred Stock. Before any shares of any such series of
Preferred Stock are issued, the Board of Directors shall fix, and is hereby
expressly empowered to fix, by resolution, rights, preferences and privileges
of, and qualifications, restrictions and limitations applicable to, such series,
including the following:
(a) The designation of such series, the number of shares to constitute
such series and the stated value thereof (if different from the par value
thereof);
(b) Whether the shares of such series shall have voting rights (and,
if so, the terms of such voting rights, which may be full, special or limited)
and whether or not such series is to be entitled to vote as a separate class
either alone or together with the holders of one or more other series or class
of capital stock;
(c) The preferences and relative, participating, optional or other
special rights, if any, and the qualifications, limitations or restrictions, if
any, with respect to such series;
(d) The dividends, if any, payable on such series, whether any such
dividends shall be cumulative (and, if so, from what dates), whether any such
dividends are payable in cash, stock of the Corporation or other property or a
combination thereof, the conditions and dates upon which such dividends shall be
payable and the preference or relation which such dividends shall bear to the
dividends payable on any shares of capital stock of any other class or any other
series of Preferred Stock;
(e) Whether the shares of such series shall be subject to redemption
by the Corporation or upon the happening of any specified event, and, if so, the
times, prices (which
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may be payable in the form of cash, notes, securities or other property or
rights) and other conditions relating to such redemption;
(f) The amounts payable in respect of shares of such series, and the
other rights and preferences of the holders of such shares, in the event of the
voluntary or involuntary liquidation, dissolution or winding up, or upon any
distribution of the assets, of the Corporation;
(g) Whether the shares of such series shall be subject to a retirement
or sinking fund (and, if so, the extent to and manner in which any such
retirement or sinking fund shall be applied to the purchase or redemption of the
shares of such series for retirement or other corporate purposes and the other
terms and provisions relating thereto);
(h) Whether the shares of such series shall be convertible into, or
exchangeable for, shares of Common Stock or any other series of Preferred Stock,
any other securities (whether or not issued by the Corporation) or any other
property of the Corporation (and, if so, the price or prices or the rate or
rates of such conversion or exchange, and any other terms and conditions of such
conversion or exchange);
(i) The limitations and restrictions, if any, to be effective upon the
payment of dividends or the making of other distributions on, or upon the
purchase, redemption or other acquisition by the Company of, Common Stock or
other shares of capital stock of any other class or any other series of
Preferred Stock; and
(j) The conditions (if any) applicable to, or restrictions (if any)
on, the creation of indebtedness of the Corporation or upon the issuance of any
additional capital stock, including additional shares of such series or any
other series of Preferred Stock or any other class of capital stock.
2. The Board of Directors is authorized to increase the number of
shares of the Preferred Stock designated for any existing series of Preferred
Stock by a resolution adding to such series authorized and unissued shares of
the Preferred Stock not designated for any other series of Preferred Stock. The
Board of Directors is authorized to decrease the number of shares of the
Preferred Stock designated for any existing series of Preferred Stock by a
resolution, subtracting from such series unissued shares of the Preferred Stock
designated for such series.
(C) SERIES A PREFERRED STOCK
Of the authorized shares of Preferred Stock 20,000 are hereby
designated as "Series A Preferred Stock". The rights, preferences, privileges,
restrictions and other matters relating to the Series A Preferred Stock are as
follows:
1. DIVIDENDS; RANKING. All of the amounts payable to the holders of
the Series A Preferred Stock as provided in this Article FOURTH shall be paid or
set apart for payment before the payment or setting apart for payment of any
amount for, or the distribution of, any property of the Corporation to the
holders of any other equity securities of the Corporation, whether now or
hereafter authorized. The holders of the Series A Preferred Stock shall be
entitled to receive cumulative dividends at the rate of 9.375% of the
Liquidation Amount (as defined in Section 3(a) below) per annum, payable
semi-annually in United States Dollars on the date determined by the Board of
Directors, which shall accrue from the date of issue regardless
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of whether there are profits, surplus or other funds of the Corporation legally
available therefor and whether or not declared by the Board of Directors.
2. VOTING POWER. No holder of Series A Preferred Stock shall have any
right to vote on any matter of the Corporation, except as required by law, in
which event, unless otherwise required by law, the holders of Series A Preferred
Stock shall have one vote for each share of Series A Preferred Stock and shall
vote along with the holders of Common Stock as a single class.
3. LIQUIDATION, DISSOLUTION OR WINDING UP.
(a) TREATMENT AT LIQUIDATION, DISSOLUTION OR WINDING UP. In the event
of any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, before any distribution may be made with respect to
the Common Stock or any other series of capital stock, the holders of each share
of Series A Preferred Stock shall be entitled to be paid out of the assets of
the Corporation available for distribution to holders of the Corporation's
capital stock of all classes, whether such assets are capital, surplus or
capital earnings, an amount equal to US$100,000 per share of Series A Preferred
Stock (as adjusted for stock splits, stock dividends and the like) plus all
accrued and unpaid (whether or not declared) cumulative dividends thereon shall
be tendered to the holders of the Series A Preferred Stock with respect to such
liquidation, dissolution or winding up (the "Liquidation Amount"). If, upon any
liquidation, dissolution or winding up of the Corporation, the amounts payable
with respect to the Series A Preferred Stock are not paid in full, the holders
of the Series A Preferred Stock shall share ratably in any distribution of
assets in proportion to the full respective amounts which they are otherwise
entitled to receive.
After the payment of the Liquidation Amount shall have been made in
full to the holders of the Series A Preferred Stock, the holders of the Series A
Preferred Stock shall be entitled to no further participation in the
distribution of the assets of the Corporation, and the remaining assets of the
Corporation legally available for distribution to its stockholders shall be
distributed ratably among the holders of the Common Stock.
(b) MERGERS, CONSOLIDATIONS AND SALES OF ASSETS. Upon the
occurrence of a consolidation, merger or acquisition of the Corporation or a
sale of all or substantially all of the assets of the Corporation (except in
which the beneficial owners of the Corporation's capital stock immediately
prior to such transaction continue to hold directly or indirectly not less
than a majority of the voting power in the resulting entity), the holders of
Series A Preferred Stock shall be paid an amount equal to the Liquidation
Amount for their shares in the manner determined pursuant to Section 3(a).
The amount deemed distributed to the holders of Series A Preferred Stock upon
any such transaction shall be the cash or the value of the property, rights
or securities distributed to such holders by the Corporation or the acquiring
person, firm or other entity. The value of such property, rights or other
securities shall be determined in good faith by the Board of Directors of the
Corporation.
In connection with any such transaction contemplated by this Section
3(b), all consideration payable to the stockholders of the Corporation, in
connection with such a merger, consolidation or acquisition, or all
consideration payable to the Corporation, together with all other available
assets of the Corporation (net of obligations owed by the Corporation), in the
case of an asset sale, shall be paid to and deemed (to the fullest extent
permitted by law) distributed
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(in the case of a merger, consolidation or acquisition) or available for
distribution and payment as provided herein (in the case of a sale of assets),
as applicable, to the holders of capital stock of the Corporation in accordance
with the preferences and priorities set forth in Section 3(a), with such
preferences and priorities specifically intended to be applicable in any such
merger, consolidation, acquisition or sale transaction as if the same were a
liquidation, dissolution or winding up. If applicable, the Corporation shall
either (i) cause the agreement with respect to the merger, consolidation or
acquisition to provide as a consequence of such merger, consolidation or
acquisition for the conversion of the Series A Preferred Stock into the right to
receive an amount equal to the amounts payable under Section 3(a) in the form of
the applicable consideration for such merger, consolidation or acquisition, or
(ii) immediately concurrent with the consummation of the sale of all or
substantially all of the assets of the Corporation, cause the redemption of all
outstanding shares of the Series A Preferred Stock for an amount equal to the
amounts payable under Section 3(a) in the form of the applicable consideration
for such sale. In the event of the foregoing redemption, (i) the Corporation
shall revalue its assets and liabilities to the fullest extent permitted by law
to determine lawfully available funds for such redemption and (ii) if the
Corporation shall not have such funds available to redeem all such shares, the
Corporation shall redeem such shares to the fullest extent of available funds as
the same became available.
FIFTH: The name and the mailing address of the incorporator are as
follows:
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NAME MAILING ADDRESS
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Richard W. Cotell McDermott Will & Emery LLP
28 State Street
Boston, MA 02109
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SIXTH: The Corporation is to have perpetual existence.
SEVENTH: 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
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
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, be 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.
EIGHTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation, and
regulation of the powers of
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Corporation and of its directors and of its stockholders or any class thereof,
as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs
of the Corporation shall be vested in its Board of Directors. The
number of directors which shall constitute the whole Board of
Directors shall be fixed by, or in the manner provided in, the Bylaws.
The phrase "whole Board" and the phrase "total number of directors"
shall be deemed to have the same meaning, to wit, the total number of
directors that the Corporation would have if there were no vacancies.
No election of directors need be by written ballot.
2. After the original or other Bylaws of the Corporation have
been adopted, amended, or repealed, as the case may be, in accordance
with the provisions of Section 109 of the General Corporation Law of
the State of Delaware, and, after the Corporation has received any
payment for any of its stock, the power to adopt, amend, or repeal the
Bylaws of the Corporation may be exercised by the Board of Directors
of the Corporation; provided, however, that any provision for the
classification of directors of the Corporation for staggered terms
pursuant to the provisions of subsection (d) of 141 of the General
Corporation Law of the State of Delaware shall be set forth in an
initial Bylaw or in a Bylaw adopted by the stockholders entitled to
vote of the Corporation unless provisions for such classification
shall be set forth in this certificate of incorporation.
NINTH: The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by the provisions of paragraph
(7) of subsection (b) of 102 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented. Any repeal or
modification of this Article shall not adversely affect any right or protection
of a director of the corporation existing at the time of such repeal or
modification.
TENTH: The Corporation shall, to the fullest extent permitted by the
provisions of 145 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented, indemnify any and all persons whom it
shall have power to indemnify under said section from and against any and all of
the expenses, liabilities, or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such person.
ELEVENTH. From time to time any of the provisions of this certificate
of incorporation may be amended, altered, or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the Corporation by this
certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.
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IN WITNESS WHEREOF, the undersigned, being duly authorized, has signed this
amended and restated certificate of incorporation this 27 day of July, 2004.
JCG HOLDINGS (USA), INC
By: /s/ Michel Coutu
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Name: Michel Coutu
Title: President and Secretary