CHARTER
OF
THOMAS & BETTS TENNESSEE, INC.
ARTICLE I.
CORPORATE NAME
The name of the corporation is Thomas & Betts Tennessee, Inc.
ARTICLE II.
INITIAL REGISTERED AGENT AND OFFICE
The initial registered agent of the corporation is C T Corporation
System, and the initial registered office of the corporation is at 530 Gay
Street, Knoxville, County of Knox, Tennessee 37902.
ARTICLE III.
INITIAL PRINCIPAL OFFICE
The initial principal office of the corporation is at 1555 Lynnfield
Road Memphis, Tennessee 38119.
ARTICLE IV.
INCORPORATORS
The incorporators are T. Kevin Dunnigan and Clyde R. Moore, 1555
Lynnfield Road, Memphis, Tennessee 38119.
ARTICLE V
NATURE AND PURPOSES OF CORPORATION
The corporation is for profit. The purposes for which this
corporation is organized are to engage in and to do any lawful act concerning
any or all lawful business for which corporations now or at any time hereafter
may be incorporated under the Tennessee Business Corporation Act, as amended
from time to time.
ARTICLE VI.
AUTHORIZED SHARES
The corporation is authorized to issue 80,500,000 shares consisting of
80,000,000 shares of Common Stock, no par value, and 500,000 shares of Preferred
Stock, no par value. The designations, relative rights, preferences and
limitations of the shares of
each class, or the manner in which such relative rights, preferences and
limitations are determined, are as follows:
COMMON STOCK. The Common Stock shall have full voting rights and
shall entitle the holders thereof to one vote for each share of Common Stock
held.
PREFERRED STOCK. Subject to the provisions hereof, the Board of
Directors is hereby expressly authorized to determine, in whole or in part,
the preferences, limitations and relative rights of the Preferred Stock as a
class, and to issue shares of Preferred Stock in series, and to fix from time
to time before issuance the number of shares to be included in each series
and the designations, relative rights, preferences and limitations of all
shares of each series. The authority of the Board of Directors with respect
to each series shall include, without limitation, the determination of any or
all of the following matters:
A. The number of shares constituting such series and the designation
thereof to distinguish the shares of such series from the shares of all other
series;
B. The dividend rate on the shares of such series and whether such
dividends shall be cumulative and, if cumulative, the date from which dividends
shall accumulate;
C. The redemption price or prices for shares of such series, if
redeemable, and the terms and conditions of such redemption;
D. The preference, if any, of shares of such series in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
corporation;
E. The voting rights, if any, of shares of such series in addition to
the voting rights prescribed by law and the terms of exercise of such voting
rights;
F. The right, if any, of shares of such series to be converted into
shares of any other series or class and the terms and conditions of such
conversion;
G. The terms or amount of any sinking fund provided for the purchase or
redemption of such series; and
H. Any other relative rights, preferences and limitations of such series.
The shares of each series may vary from the shares of any other series as
to any of such matters.
ARTICLE VII.
MANAGEMENT OF THE CORPORATION
The property, affairs, and business of the corporation shall be
managed by a Board of Directors which shall exercise all the powers of the
corporation without action by the shareholders, except as otherwise expressly
provided by statute or by this Charter or by the Bylaws.
The Board of Directors may make Bylaws, and, from time to time may
alter, amend or repeal any Bylaws; but any Bylaw made, altered or amended by the
Board of Directors may be altered, amended or repealed by the shareholders at
any annual meeting or at any special meeting provided notice of such proposed
alteration, amendment or repeal is included in the notice of meeting.
In discharging the duties of a director and in determining what the
director reasonably believes to be in the best interests of the corporation,
a director may, in addition to considering the effects of any action on
shareholders and to the maximum extent permitted by law, consider any
relevant factor. Without limiting the generality of the foregoing, the Board
of Directors of the corporation may consider the effects a proposed merger,
exchange, tender offer or significant disposition of the assets of the
corporation or any of the corporation's subsidiaries would have on the
corporation's employees, customers, suppliers, and the communities in which
the corporation or its subsidiaries operate or are located, and the long-term
as well as the short-term interests of the corporation and its shareholders,
including the possibility that these interests may best be served by the
continued independence of the corporation, in connection with its
deliberations concerning, and actions taken with respect to, such merger,
exchange, tender offer or significant disposition of assets.
ARTICLE III.
LIMITATION OF DIRECTOR LIABILITY
No person who is or was a director of the corporation, or such
person's heirs, executors or administrators, shall be personally liable to
the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director; provided, however, that this provision shall
not eliminate or limit the liability of any such party (i) for any breach of
a director's duty of loyalty to the corporation or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, or (iii) for unlawful distributions under the
Tennessee Business Corporation Act. Any repeal or modification of the
provisions of this Article VIII, directly or by the adoption of an
inconsistent provision of this Charter, shall not adversely affect any right
or protection in favor of a particular individual at the time of such repeal
or modification.
ARTICLE IX.
SPECIAL MEETING OF SHAREHOLDERS
A special meeting of shareholders may be called at any time by the
Chairman of the Board of Directors or by the President or by the Board of
Directors pursuant to a resolution adopted by a majority of the total number of
directors which the corporation would have at the time of the adoption of such
resolution if there were no vacancies, and by no other person or persons.
ARTICLE X.
REMOVAL OF DIRECTORS AND FILLING OF VACANCIES
Any director may be removed, either with or without cause, at any
time, by the affirmative vote of at least 50% of the total number of votes
entitled to be cast at a special meeting of shareholders called for that
purpose.
Any director may be removed for cause, at any time, by a majority
vote of the entire Board of Directors at a meeting called for that purpose,
the notice of meeting for which states that a purpose of the meeting is the
removal of a director.
Any vacancy in the Board of Directors arising at any time and for
any cause, may be filled by the vote of a majority of the directors remaining
in office. Any vacancy not filled by the Board of Directors may be filled by
the shareholders at an annual meeting or at a special meeting of shareholders
called for that purpose.
Dated: February 20, 1996
/s/ T. Kevin Dunnigan
----------------------------------
T. Kevin Dunnigan, Incorporator
/s/ Clyde R. Moore
----------------------------------
Clyde R. Moore, Incorporator
ARTICLES OF MERGER OF
THOMAS & BETTS CORPORATION, A NEW JERSEY CORPORATION
WITH AND INTO
THOMAS & BETTS TENNESSEE, INC., A TENNESSEE CORPORATION
To the Secretary of State of the State of Tennessee:
Pursuant to the provisions of Section 48-21-102 of the Tennessee Code
Annotated, the undersigned corporation adopts the following Articles of Merger
for the purpose of merging into a single corporation:
1. The Agreement and Plan of Merger is attached hereto as Appendix "A" and
incorporated herein by reference.
2. As to Thomas & Betts Tennessee, Inc., the surviving corporation to the
merger, the Agreement and Plan of Merger was duly adopted and approved
by the board of directors by unanimous consent effective March 11, 1996
and by its sole shareholder, on April 18, 1996.
3. As to Thomas & Betts Corporation, the Agreement and Plan of Merger and
performance of its terms were duly authorized by all action required by
the laws under which it was organized and by its certificate of
incorporation. The Agreement and Plan of Merger was approved by the
board of directors at a meeting duly called and held on February 7,
1996, and by the requisite vote of the shareholders pursuant to the New
Jersey Business Corporation Act on May 1, 1996.
4. The merger shall be effective upon the filing of these Articles of
Merger with the Secretary of State of the State of Tennessee and the
filing of the certificate of merger with the Secretary of State of New
Jersey in accordance with the New Jersey Business Corporation Act.
5. Pursuant to the Agreement and Plan of Merger, at the effective time of
the merger, the Charter of Thomas & Betts Tennessee, Inc., the surviving
corporation, shall be amended to change its name to Thomas & Betts
Corporation.
IN WITNESS WHEREOF, the undersigned have caused this document to be
executed as of the 1st day of May 1996.
THOMAS & BETTS CORPORATION THOMAS & BETTS TENNESSEE, INC.
By: /s/ T. Kevin Dunnigan By: /s/ T. Kevin Dunnigan
-------------------------------- ------------------------------
T. Kevin Dunnigan, Chairman T. Kevin Dunnigan, Chairman
and Chief Executive Officer and Chief Executive Officer
ARTICLES OF AMENDMENT TO THE CHARTER
CORPORATE CONTROL NUMBER: 0307723
PURSUANT TO THE PROVISIONS OF SECTION 48-20-106 OF THE TENNESSEE BUSINESS
CORPORATION ACT, THE UNDERSIGNED CORPORATION ADOPTS THE FOLLOWING ARTICLES OF
AMENDMENT TO ITS CHARTER:
1. PLEASE INSERT THE NAME OF THE CORPORATION AS IT APPEARS ON RECORD:
Thomas & Betts Corporation
IF CHANGING THE NAME, INSERT THE NEW NAME ON THE LINE BELOW:
N/A
2. PLEASE INSERT ANY CHANGES THAT APPLY:
A. PRINCIPAL ADDRESS: 8155 T&B Boulevard, Memphis, TN 38125
B. REGISTERED AGENT:
C. REGISTERED ADDRESS:
D. OTHER CHANGES:
3. THE CORPORATION IS FOR PROFIT.
4. THE MANNER (IF NOT SET FORTH IN THE AMENDMENT) FOR IMPLEMENTATION OF ANY
EXCHANGE, RECLASSIFICATION, OR CANCELLATION OF ISSUED SHARES IS AS FOLLOWS:
See attached resolutions
5. THE AMENDMENT WAS DULY ADOPTED ON December 3, 1997
BY:
THOMAS & BETTS CORPORATION
/s/ Clyde R. Moore
---------------------------------
Clyde R. Moore Signature
President and Chief
Executive Officer
AS OF DECEMBER 3, 1997
RESOLUTION ADOPTING SHAREHOLDER RIGHTS PLAN
WHEREAS, the Board of Directors deems it desirable and in the best
interests of the Corporation and its shareholders that steps be taken to
preserve for shareholders the long-term value of the Corporation in the event
of a potential takeover; and
WHEREAS, the Board of Directors believes that a dividend to holders of
the Corporation's common stock, no par value per share ("Common Shares"), of
rights ("Rights") to purchase shares of a newly established and designated
series of the Corporation's preferred stock, having the relative rights,
preferences and limitations set forth below ("Preferred Shares"), on the
terms and subject to the conditions hereinafter provided will contribute to
the preservation of the Corporation's long-term value for its shareholders.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
declares that a dividend of one Right for each Common Share be paid on
December 15, 1997 to stockholders of record of the Common Shares issued and
outstanding at the close of business on such date, each Right representing
the right to purchase 1/200 of a Preferred Share upon the terms and subject
to the conditions set forth in the summary of a shareholder rights agreement
presented to this meeting.
RESOLVED FURTHER, that the exercise price of the Rights shall be $200
per Right and that the redemption price therefor shall be $.005 per Right.
RESOLVED FURTHER, that the proper officers of the Corporation be, and
each of them hereby is, authorized in the name and on behalf of the
Corporation to execute a rights agreement (the "Rights Agreement"), with such
modifications as the officers executing the same, with advice of counsel,
shall approve, and to deliver the same to the Rights Agent thereunder, such
execution and delivery conclusively to evidence the due authorization and
approval thereof by the Corporation.
RESOLVED FURTHER, that certificates evidencing the Rights (the "Rights
Certificates") shall be substantially in the form set forth in the Rights
Agreement and shall be issued and delivered as provided therein.
RESOLVED FURTHER, that the Rights Certificates shall be signed by the
President and Chief Executive Officer, the Vice President-Finance and
Treasurer or any Vice President and shall be attested by the Secretary or the
Assistant Secretary of the Corporation, provided that the signature of any of
said officers of the Corporation may, but need not be, a facsimile signature
imprinted or otherwise reproduced on the Rights Certificates, and that the
Corporation hereby adopts for such purpose the facsimile signature of the
present or any future President and Chief Executive Officer, Vice
President-Finance and Treasurer, Vice President, Secretary or Assistant
Secretary of the Corporation, notwithstanding the fact that at the time the
Rights Certificates shall be authenticated and delivered or disposed of he or
she shall have ceased to be such officer.
1
RESOLVED FURTHER, that the proper officers of the Corporation be, and
each of them hereby is, authorized to execute on behalf of the Corporation
Rights Certificates issued to replace lost, stolen, mutilated or destroyed
Rights Certificates, and such Rights Certificates as may be required for
exchange, substitution or transfer as provided in the Rights Agreement in the
manner and form to be required in, or contemplated by, the Rights Agreement.
RESOLVED FURTHER, that the Rights Certificates shall be manually
countersigned by the Rights Agent and books for the registration and transfer
of the Rights Certificates shall be maintained by the Rights Agent at its
principal offices.
RESOLVED FURTHER, that pursuant to the authority granted to and vested
in the Board of Directors of the Corporation in accordance with the
provisions of its Charter, the Board of Directors hereby creates a series of
Preferred Stock, no par value per share, of the Corporation and hereby states
the designation and number of shares, and fixes the relative rights,
preferences and limitations thereof (in addition to the provisions set forth
in the Charter of the Corporation, which are applicable to the Preferred
Stock of all classes and series), as set forth in the Certificate of
Designation comprising an exhibit to the Rights Agreement.
RESOLVED FURTHER, that 300,000 Preferred Shares be, and they hereby are,
initially reserved for issuance upon exercise of the Rights, such number to
be subject to adjustment from time to time in accordance with the Rights
Agreement.
RESOLVED FURTHER, that the First Chicago Trust Company of New York (the
"Bank") be, and it hereby is, appointed Rights Agent under the Rights
Agreement, and that upon presentation to it of Rights Certificates for
exercise in accordance with the Rights Agreement, the Bank is authorized, as
Transfer Agent and Registrar for the Preferred Shares, to issue originally,
countersign, register and deliver the Preferred Shares issuable upon such
exercise.
RESOLVED FURTHER, that the proper officers of the Corporation be, and
each of them hereby is, authorized, for and on behalf of the Corporation, to
execute personally or by attorney-in-fact and to cause to be filed with the
Securities and Exchange Commission a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), for the
registration of the Preferred Shares issuable upon exercise of the Rights,
and thereafter to execute and cause to be filed any amended registration
statement or registration statements and amended prospectus or prospectuses,
or amendments or supplements to any of the foregoing, and to cause such
registration statement and any amendments thereto to become effective in
accordance with the Securities Act and the General Rules and Regulations of
the Securities and Exchange Commission thereunder.
RESOLVED FURTHER, that the Vice President-General Counsel of the
Corporation be, and he hereby is, appointed as agent for service of the
Corporation with respect to said registration statement with all the powers
and functions specified in the General Rules and Regulations of the
Securities and Exchange Commission under the Securities Act.
2
RESOLVED FURTHER, that the proper officers of the Corporation be, and
each of them hereby is, authorized, jointly and severally, in the name and on
behalf of the Corporation, to take all such actions and to execute all such
documents as they may deem necessary or appropriate in connection with the
issuance of the Rights and the Preferred Shares issuable upon exercise of the
Rights in order to comply with the Securities Act and the Securities Exchange
Act of 1934, as amended.
RESOLVED FURTHER, that the proper officers of the Corporation be, and
each of them hereby is, authorized, jointly and severally, in the name and on
behalf of the Corporation, to execute and file such application or
applications, and amendments and supplements thereto, and take such other
action as may be necessary to list the Rights (and, if in the judgment of
such officers it is appropriate to do so, the Preferred Shares issuable upon
exercise thereof) on the New York Stock Exchange and on any other stock
exchanges deemed appropriate by such officers of the Corporation, and that
the proper officers of the Corporation be, and each of them hereby is,
authorized to appear before the Securities and Exchange Commission and any
stock exchanges, and to execute such papers and agreements as may be
necessary to conform with the requirements of the Securities and Exchange
Commission and any such stock exchanges and to effectuate such listing and
registration.
RESOLVED FURTHER, that the form of Indemnity Agreement required by the
New York Stock Exchange, indemnifying the New York Stock Exchange, and others
against loss resulting from reliance on the facsimile signatures of the
officers of the Corporation on the Rights (or Preferred Shares issuable upon
exercise thereof) be, and it hereby is, approved, and that the proper
officers of the Corporation be, and each of them hereby is, authorized to
execute and deliver such Indemnity Agreement.
RESOLVED FURTHER, that so long as the Rights are attached to the Common
Shares as provided in the Rights Agreement, one additional Right shall be
delivered with each Common Share that shall become outstanding after December
15, 1997, including but not limited to Common Shares issued upon conversion
of any convertible securities of the Corporation and the exercise of options
to purchase Common Shares granted by the Corporation.
RESOLVED FURTHER, that the Board of Directors deems it desirable and in
the best interests of the Corporation that the Preferred Shares issuable upon
exercise of the Rights be qualified or registered for sale in various
jurisdictions; that the President and Chief Executive Officer, the Vice
President-Finance and Treasurer, any Vice President, the Secretary and the
Assistant Secretary be, and each of them hereby is, authorized to determine
the jurisdictions in which appropriate action shall be taken to qualify or
register for sale all or such part of the Preferred Shares issuable upon
exercise of the Rights as said officers may deem advisable; that said
officers are hereby authorized to perform on behalf of the Corporation any
and all such acts as they may deem necessary or advisable in order to comply
with the applicable laws of any such jurisdictions, and in connection
therewith to execute and file all requisite papers and documents, including,
but not limited to, applications, reports, surety bonds, irrevocable consents
and appointments of attorneys for service of process; and the execution by
such officers of any such papers or documents or the
3
doing by them of any act in connection with the foregoing matters shall
conclusively establish their authority therefor and the approval and
ratification by the Corporation of the papers and documents so executed and
the action so taken.
RESOLVED FURTHER, the Board of Directors hereby adopts, as if expressly
set forth herein, the form of any resolution required by any authority to be
filed in connection with any applications, consents to service, issuer's
covenants or other documents if (i) in the opinion of the officers of the
Corporation executing the same, the adoption of such resolutions is necessary
or desirable and (ii) the Secretary or the Assistant Secretary of the
Corporation evidences such adoption by inserting in the minutes of this
meeting copies of such resolutions, which will thereupon be deemed to be
adopted by the Board of Directors with the same force and effect as if
presented at this meeting.
RESOLVED FURTHER, that the proper officers of the Corporation be, and
each of them hereby is, authorized and directed, jointly and severally, for
and on behalf of the Corporation, to execute and deliver any and all
certificates, agreements and other documents, take any and all steps and do
any and all things which they may deem necessary or advisable, with advice of
counsel, in order to effectuate the purposes of each and all of the foregoing
resolutions.
RESOLVED FURTHER, that any actions taken by such officers prior to the
date of this meeting that are within the authority conferred hereby are
hereby ratified, confirmed and approved in all respect as the acts and deeds
of the Corporation.
4