Exhibit (3)(1)(b) RPC's Certificates of Amendment of the Certificate of
Incorporation
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION OF
RPC ENERGY SERVICES, INC.
IT IS HEREBY CERTIFIED THAT:
FIRST: The name of the corporation is RPC Energy Services, Inc., a Delaware
Corporation (the " Corporation").
SECOND: That at a meeting of the Board of Directors of RPC Energy Services, Inc,
resolutions were duly adopted setting forth a proposed amendment "FIFTEENTH"
(the "Amendment") to the Certificate of Incorporation of the Corporation,
declaring said Amendment to be advisable and calling a meeting of the
stockholder of the Corporation for consideration.
THIRD: That thereafter, pursuant to the resolution of its Board of Directors, a
regular meeting of the Stockholders of the Corporation was duly called and held,
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the Amendment.
FOURTH: The certificate of Incorporation of the Corporation is hereby amended by
adding the following new article FIFTEENTH:
FIFTEENTH: A director of this corporation shall not be personally liable to
this 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, as the same exists or hereafter may be amended, or
(iv) for any transaction from which the director derived an improper personal
benefit. If the Delaware General Corporation Law hereafter is amended to
authorize the further elimination or limitation of the liability of
directors, then the liability of a director of this corporation, in addition
to the limitation on personal liability provided herein, shall be limited to
the fullest extent permitted by the amended Delaware General Corporation Law.
Any repeal or modification of this paragraph by the stockholders of this
corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of this corporation
existing at the time of such repeal or modification."
FIFTH: The Amendment of the Certification of Incorporation herein certified
has been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by
Richard A. Hubbell, its President and attested by Linda H. Graham, its Secretary
this 20th day of August, 1987.
RPC ENERGY SERVICES, INC.
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Richard A. Hubbell, President
Attest:
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Linda Graham, Secretary
CERTIFICATE OF CORRECTION FILED TO CORRECT CERTAIN ERRORS IN THE CERTIFICATE OF
RPC ENERGY SERVICES, INC. OF DELAWARE FILED
IN THE OFFICE OF THE SECRETARY OF STATE OF DELAWARE ON JANUARY 20, 1984,
AND RECORDED IN THE OFFICE OF THE RECORDER OF DEEDS FOR NEW CASTLE COUNTY,
DELAWARE, ON JANUARY 20, 1984.
RPC Energy Services, Inc. (the "Company"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
1. The name of the Company is RPC Energy Services, Inc.
2. That a Certificate of Incorporation was filed by the Secretary of State
of Delaware on January 20, 1984 recorded in the office of the Recorder
of Deeds of New Castle county on January 20, 1984 and that said
Certificate requires correction as permitted by subsection (F) of
section 103 of The General Corporation Law of the State of Delaware.
3. The inaccuracies or defects of said Certificate to be corrected are as
follows:
a) the second line of the fourth paragraph of Article THIRD found on page
2 of the Certificate contains the typographical error "ad," which
should read "and".
b) the twenty-fourth line of the seventh paragraph of Article THIRD found
on page 2 of the Certificate contained the typographical error
"devised," which should read "devices."
4. Article THIRD of the Certificate is hereby corrected as follows:
a) The second line of the fourth paragraph is corrected in its entirety as
follows: "gas, sulphur, liquid and gaseous hydrocarbons and other
minerals"
b) The twenty-fourth line of the seventh paragraph is corrected to read in
its entirety as follows: "devices, accessories, and related products
and unrelated products and".
IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by
R. Randall Rollins, its Chairman and President and attested by Harrison Jones
II, its Secretary this 12th day of April, 1984.
RPC ENERGY SERVICES, INC.
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R. Randall Rollins
Attest:
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Harrison Jones II
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION OF
RPC ENERGY SERVICES, INC.
IT IS HEREBY CERTIFIED THAT:
1. The name of the corporation (the " Corporation") is RPC Energy
Services, Inc.
2. The Certificate of Incorporation of the Corporation (the " Certificate
of Incorporation") is hereby amended by striking out Article Fourth
thereof and by substituting in lieu of said Article the following
Article:
"FOURTH. The total number of shares of stock which this corporation shall have
authority to issue is 36,000,000 shares, divided into two classes, namely,
Preferred Stock and Common Stock. The number of shares of Preferred Stock which
this corporation is authorized to issue is One Million (1,000,000) shares of the
par value of Ten Cents ($0.10) per share, and the number of shares of Common
Stock which this corporation is authorized to issue is Thirty-five Million
(35,000,000) shares of the par value of Ten Cents ($0.10) per share."
3. The amendment of the Certificate of Incorporation herein certified was
duly adopted in accordance with the provisions of Section 242 of the
Delaware General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, RPC Energy Services, Inc. has caused this certificate to be
signed by its President and attested by its Secretary this 3rd day of June,
1992.
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Richard A. Hubbell, President
Attest:
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Linda Graham, Secretary
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION OF
RPC ENERGY SERVICES, INC.
IT IS HEREBY CERTIFIED THAT:
1. The name of the corporation is RPC Energy Services, Inc. (the
"Corporation").
2. The Certificate of Incorporation of the Corporation (the " Certificate
of Incorporation") is hereby amended by striking out the FIRST
paragraph, in its entirety, and substituting in lieu thereof, the
following new paragraph:
"FIRST. The name of this corporation is RPC, Inc."
3. The amendment of the Certificate of Incorporation herein certified was
duly adopted in accordance with the provisions of Section 242 of the
Delaware General Corporation Law on April 25, 1995 at the Annual
Meeting of the Stockholders of the Corporation.
Dated this 25th day of April, 1995.
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Richard A. Hubbell, President
Attest:
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Linda Graham, Secretary
[CORPORATE SEAL]
CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION OF
RPC, INC.
IT IS HEREBY CERTIFIED THAT:
1. The name of the corporation is RPC, Inc., a corporation organized and
existing under the Delaware General Corporation Law (the
"Corporation").
2. The Certificate of Incorporation of the Corporation, as amended (the
"Certificate of Incorporation") is hereby amended by striking out the
Article FOURTH, in its entirety, and substituting in lieu thereof, the
following new paragraph:
"FOURTH. The total number of shares of stock which this corporation shall have
authority to issue is Eighty Million (80,000,000) shares, divided into two (2)
classes, namely, Preferred Stock and Common Stock, This corporation is
authorized to issue One Million (1,000,000) shares of Ten Cents ($0.10) par
value Preferred Stock, and Seventy-Nine Million (79,000,000) shares of Ten Cents
($0.10) par value Common Stock."
3. The amendment of the Certificate of Incorporation herein certified has
been duly adopted in accordance with the provisions of Section 242 of
the Delaware General Corporation Law.
In WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by
its President and attested by its Secretary as of this 4th day of June, 1998.
`
RPC, Inc.
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Richard A. Hubbell, President
Attest:
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Linda Graham, Secretary
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
RPC ENERGY SERVICES, INC.
RPC Energy Services, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY;
FIRST: That the sole director of said corporation, by written consent,
filed with the minutes of the Board of Directors, duly adopted a resolution
proposing and declaring advisable the following amendment:
RESOLVED, that the Certificate of Incorporation of this corporation be
amended by adding Article FOURTEENTH which shall read as follows:
"FOURTEENTH. (1) For purposes of this Article, the following terms
shall have the following meanings:
(a) "Acquiring Entity' means any corporation, person, group,
firm, trust, partnership or other entity, or any parent,
subsidiary or other affiliate of such entity, which is the
beneficial owner, directly or indirectly, or 20% or more of
this corporation's outstanding voting securities (taken
together as a single class) and which first becomes
beneficial owner of 20% or more of such securities after
August 1, 1984. Any corporation, person, group, firm, trust,
partnership or other entity will be deemed to be the
beneficial owner of any voting securities of this
corporation:
(i) which it owns directly, whether or not of record.
(ii) which it has the right to acquire pursuant to any
agreement or arrangement or understanding or upon
exercise of conversion rights, exchange rights,
warrants or options or otherwise,
(iii) which are beneficially owned, directly or
indirectly (including shares deemed to be owned
through application of clause (ii) above), by any
`affiliate' or `associate' as those terms are
defined in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of
1984, or
(iv) which are beneficially owned, directly or
indirectly (including shares deemed owned through
application of clause (ii) above), by any other
corporation, person, group, firm, trust,
partnership or other entity with which it or any of
its subsidiaries, `affiliates' or `associates' has
any
agreement or arrangement or understanding for the
purpose of acquiring, holding, voting or disposing
of this corporation's voting securities.
For the purpose of this Article FOURTEENTH, in
determining whether a corporation, person, group,
firm, trust, partnership of other entity owns
beneficially, directly or indirectly, 20% or more
of this corporation's outstanding voting
securities, this corporation's outstanding voting
securities will be deemed to include any voting
securities that may be issuable pursuant to any
agreement, arrangement or understanding or upon
exercise of conversion rights, exchange rights,
warrants, options or otherwise which are deemed to
be beneficially owned by such corporation, person,
group, firm, trust, partnership or other entity
pursuant to the foregoing provisions of this
paragraph 1 notwithstanding the inability of such
entity to vote such shares.
(b) `Continuing Director' means any member of the Board of
Directors of this corporation who is unaffiliated with the
Acquiring Entity and who was a member of the Board of
Directors of the Corporation prior to the time that the
Acquiring Entity became an Acquiring Entity, and any
successor of a Continuing Director who is unaffiliated with
the Acquiring Entity and is recommended to succeed a
Continuing Director by a majority of Continuing Directors
than on the Board of Directors of this corporation.
(c) `Special Business Combination' means:
(i) any merger or consolidation of this corporation
with or into an Acquiring Entity;
(ii) any sale, lease, exchange or other disposition (in
one transaction or a series of related
transactions) of all or substantially all of the
assets of this corporation to an Acquiring Entity;
(iii) any sale, lease, exchange, or other disposition (in
one transaction or a series of related
transactions) by an Acquiring Entity to this
corporation or any subsidiary of this corporation
of any assets (except assets having an aggregate
fair market value at the time of such transaction
of less than $10,000,000) in exchange for any
voting securities (or securities convertible into
or exchangeable for voting securities, or options,
warrants or rights to purchase voting securities or
securities convertible into or exchangeable for
voting securities) of this corporation or any
subsidiary of this corporation; or
(iv) any reclassification of securities, reverse stock
split or combination of shares, recapitalization or
other transaction designed to decrease the number
of holders of this corporation's voting securities
remaining after any other corporation, person,
group, firm, trust, partnership or other entity has
become an Acquiring Entity. Notwithstanding the
foregoing, any transaction which would otherwise
consititue a Special Business Combination shall not
constitute a Special
Business Combination if the conditions specified in
subsection (x) or subsection (y) of this paragraph
1(C)are satisfied:
(x) a majority of the Continuing Directors approve the
transaction, provided that this condition (x) shall
not be capable of satisfaction unless there is at
lease one Continuing Director; or
(y) the transaction
(i) does not change any voting security
holder's percentage ownership of voting
securities in any successor to this
corporation from the percentage of voting
securities beneficially owned by such
holder in this corporation; and
(ii) provides that the provisions of this
Article, without any amendment, change,
alteration, or deletion, will apply to
any successor to this corporation; and
(iii) does not transfer all or substantially
all of this corporation's assets, other
than to a wholly owned subsidiary of this
corporation.
(2) No Special Business Combination shall be effected unless it is approved
at a meeting of this corporation's stockholders called for that
purpose. This presence in person or by proxy of the holders of at least
80% of the outstanding voting securities of this corporation entitled
to vote at such meeting shall be required to constitute a quorum at any
such meeting. The affirmative vote of the holders of at least 75% of
the outstanding voting securities of this corporation entitled to vote
at such meeting shall be required for approval of any such Special
Business Combination.
(3) The quorum and affirmative vote required by this Article will be in
addition to any vote of this Corporation's security holders otherwise
required by law, this Certificate of Incorporation, a resolution
providing for the issuance of a class or series of stock which has been
adopted by the Board of Directors, or any agreement between this
corporation and any national securities exchange.
(4) No amendment, alteration, change or repeal of any provision of this
Article may be effected unless it is approved at a meeting of this
Corporation's stockholders called for that purpose. The presence in
person or by proxy of the holders of at least 80% of the outstanding
voting securities of this corporation entitled to vote at such meeting
shall be required to constitute a quorum at any such meeting.
Notwithstanding any other provision of this Certificate of
Incorporation, the affirmative vote of the holders of at least 75% of
the outstanding voting securities entitled to vote at such meeting
shall be
required to amend, alter, change, or repeal, directly or indirectly,
any provision of this Article."
SECOND: That in lieu of a meeting and vote of stockholder, the sole
stockholder has given written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS THEREOF, said corporation, RPC Energy Services, Inc. has
caused this certificate to be signed:
by: R. Randall Rollins its Chairman and President and attested
by: Harrison Jones II its Secretary this 12th day of April, 1984.
RPC Energy Services, Inc.
by: R. Randall Rollins
ATTEST:
by: Harrison Jones II