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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/13/13 Arc Document Solutions, Inc. 10-K 12/31/12 97:13M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.40M
2: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 48K
3: EX-10.42 Material Contract HTML 72K
4: EX-10.43 Material Contract HTML 35K
5: EX-21.1 Subsidiaries List HTML 60K
6: EX-23.1 Consent of Experts or Counsel HTML 25K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 30K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 30K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 27K
68: R1 Document and Entity Information HTML 55K
55: R2 Consolidated Balance Sheets HTML 157K
66: R3 Consolidated Balance Sheets (Parenthetical) HTML 61K
70: R4 Consolidated Statements of Operations HTML 125K
89: R5 Consolidated Statements of Comprehensive Income HTML 64K
(Loss)
57: R6 Consolidated Statements of Comprehensive Income HTML 36K
(Loss) (Parenthetical)
65: R7 Consolidated Statements of Equity and HTML 92K
Comprehensive Loss
50: R8 Consolidated Statements of Equity and HTML 28K
Comprehensive Loss (Parenthetical)
40: R9 Consolidated Statements of Cash Flows HTML 185K
90: R10 Description of Business and Basis of Presentation HTML 41K
72: R11 Summary of Significant Accounting Policies HTML 124K
71: R12 Restructuring Expenses HTML 41K
77: R13 Acquisitions HTML 39K
78: R14 Goodwill and Other Intangibles Resulting from HTML 79K
Business Acquisitions
75: R15 Property and Equipment HTML 40K
79: R16 Long-Term Debt HTML 63K
67: R17 Commitments and Contingencies HTML 48K
69: R18 Income Taxes HTML 94K
74: R19 Employee Stock Purchase Plan and Stock Option Plan HTML 82K
97: R20 Retirement Plans HTML 37K
85: R21 Derivatives and Hedging Transactions HTML 55K
61: R22 Fair Value Measurements HTML 45K
73: R23 Consolidating Condensed Financial Statements HTML 463K
63: R24 Valuation and Qualifying Accounts HTML 39K
30: R25 Summary of Significant Accounting Policies HTML 225K
(Policies)
86: R26 Summary of Significant Accounting Policies HTML 82K
(Tables)
93: R27 Restructuring Expenses (Tables) HTML 42K
45: R28 Goodwill and Other Intangibles Resulting from HTML 72K
Business Acquisitions (Tables)
44: R29 Property and Equipment (Tables) HTML 37K
48: R30 Long-Term Debt (Tables) HTML 52K
49: R31 Commitments and Contingencies (Tables) HTML 40K
51: R32 Income Taxes (Tables) HTML 92K
24: R33 Employee Stock Purchase Plan and Stock Option Plan HTML 74K
(Tables)
83: R34 Derivatives and Hedging Transactions (Tables) HTML 45K
59: R35 Fair Value Measurements (Tables) HTML 35K
62: R36 Consolidating Condensed Financial Statements HTML 469K
(Tables)
35: R37 Summary of Significant Accounting Policies HTML 35K
(Details)
96: R38 Summary of Significant Accounting Policies HTML 39K
(Details 1)
17: R39 Summary of Significant Accounting Policies HTML 34K
(Details 2)
52: R40 Summary of Significant Accounting Policies HTML 36K
(Details 3)
88: R41 Summary of Significant Accounting Policies HTML 40K
(Details 4)
33: R42 Summary of Significant Accounting Policies HTML 154K
(Details Textual)
43: R43 Restructuring Expenses (Details) HTML 32K
47: R44 Restructuring Expenses (Details 1) HTML 41K
56: R45 Restructuring Expenses (Details Textual) HTML 38K
23: R46 Acquisitions (Details) HTML 42K
39: R47 Goodwill and Other Intangibles Resulting from HTML 58K
Business Acquisitions (Details)
19: R48 Goodwill and Other Intangibles Resulting from HTML 40K
Business Acquisitions (Details 1)
87: R49 Goodwill and Other Intangibles Resulting from HTML 43K
Business Acquisitions (Details 2)
31: R50 Goodwill and Other Intangibles Resulting from HTML 47K
Business Acquisitions (Details Textual)
84: R51 Property and Equipment (Details) HTML 47K
36: R52 Property and Equipment (Details Textual) HTML 30K
53: R53 Long-Term Debt (Details) HTML 44K
18: R54 Long-Term Debt (Details 1) HTML 50K
21: R55 Long-Term Debt (Details Textual) HTML 125K
46: R56 Commitments and Contingencies (Details) HTML 59K
26: R57 Commitments and Contingencies (Details Textual) HTML 29K
91: R58 Income Taxes (Details) HTML 69K
58: R59 Income Taxes (Details1) HTML 75K
76: R60 Income Taxes (Details 2) HTML 55K
38: R61 Income Taxes (Details 3) HTML 40K
41: R62 Income Taxes (Details Textual) HTML 63K
82: R63 Employee Stock Purchase Plan and Stock Option Plan HTML 33K
(Details)
80: R64 Employee Stock Purchase Plan and Stock Option Plan HTML 80K
(Details 1)
60: R65 Employee Stock Purchase Plan and Stock Option Plan HTML 51K
(Details 2)
81: R66 Employee Stock Purchase Plan and Stock Option Plan HTML 32K
(Details 3)
37: R67 Employee Stock Purchase Plan and Stock Option Plan HTML 99K
(Details Textual)
64: R68 Retirement Plans (Details) HTML 33K
92: R69 Derivatives and Hedging Transactions (Details) HTML 32K
20: R70 Derivatives and Hedging Transactions (Details 1) HTML 31K
29: R71 Fair Value Measurements (Details) HTML 42K
54: R72 Fair Value Measurements (Details Textual) HTML 40K
25: R73 Consolidating Condensed Financial Statements HTML 159K
(Details)
95: R74 Consolidating Condensed Financial Statements HTML 122K
(Details 1)
34: R75 Consolidating Condensed Financial Statements HTML 69K
(Details 2)
27: R76 Consolidating Condensed Financial Statements HTML 108K
(Details 3)
28: R77 Consolidating Condensed Financial Statements HTML 31K
(Details Textual)
22: R78 Valuation and Qualifying Accounts (Details) HTML 35K
94: XML IDEA XML File -- Filing Summary XML 140K
42: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 2.15M
11: EX-101.INS XBRL Instance -- arc-20121231 XML 2.79M
13: EX-101.CAL XBRL Calculations -- arc-20121231_cal XML 275K
14: EX-101.DEF XBRL Definitions -- arc-20121231_def XML 631K
15: EX-101.LAB XBRL Labels -- arc-20121231_lab XML 1.47M
16: EX-101.PRE XBRL Presentations -- arc-20121231_pre XML 1.17M
12: EX-101.SCH XBRL Schema -- arc-20121231 XSD 205K
32: ZIP XBRL Zipped Folder -- 0001193125-13-105310-xbrl Zip 210K
| EX-3.2 |
Exhibit 3.2
RESTATED
OF
ARC DOCUMENT SOLUTIONS, INC.
a Delaware corporation
pursuant to Sections 141 and 245
of the Delaware General Corporation Law
ARC Document Solutions, Inc., a corporation organized and existing under and by virtue of the provisions of the Delaware General Corporation Law,
DOES HEREBY CERTIFY:
FIRST: The name of this corporation is ARC Document Solutions, Inc.
SECOND: The original Certificate of Incorporation of this corporation was filed with the Secretary of State of Delaware on September 30, 2004, and the original name of the corporation was American Reprographics Company.
THIRD: This Restated Certificate of Incorporation was duly adopted in accordance with Section 245 of the General Corporation Law of Delaware and only restates and integrates and does not further amend the provisions of the Corporation’s Restated Certificate of Incorporation as heretofore restated, amended and supplemented. There is no discrepancy between those provisions and the provisions of this Restated Certificate of Incorporation.
FOURTH: The Board of Directors of the corporation has duly adopted this Restated Certificate of Incorporation pursuant to the provisions of Section 245 of the General Corporation Law of the State of Delaware in the form set forth as follows.
ARTICLE I
NAME
The name of this corporation is ARC Document Solutions, Inc. (“Corporation”).
ARTICLE II
REGISTERED AGENT
The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (“DGCL”).
ARTICLE IV
CAPITAL STOCK
A. This Corporation is authorized to issue two classes of stock to be designated, respectively, common stock (“Common Stock”) and preferred stock (“Preferred Stock”). The total number of shares which the Corporation is authorized to issue is One Hundred Seventy-Five Million (175,000,000) shares. One Hundred Fifty Million (150,000,000) shares shall be Common Stock, each having a par value of one-tenth of one cent ($0.001). Twenty-Five Million (25,000,000) shares shall be Preferred Stock, each having a par value of one-tenth of one cent ($0.001).
B. The Preferred Stock may be issued from time to time in one or more series, without further stockholder approval. The Board of Directors is hereby expressly authorized to provide for the issue of any or all of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, including, without limitation, to fix or alter the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price or prices, and the liquidation preferences of any wholly unissued series of Preferred Stock, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and as may be permitted by the DGCL. The Board of Directors is also expressly authorized to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. The number of authorized shares of Preferred Stock 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 Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any certificate of designation filed with respect to any series of Preferred Stock.
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C. Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Certificate of Incorporation (including any certificate of designation filed with respect to any series of Preferred Stock).
ARTICLE V
BOARD OF DIRECTORS
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 the Corporation, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:
A. Management of the Corporation. The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.
B. Number of Directors. The authorized number of directors which shall constitute the Board of Directors shall be fixed exclusively by resolutions adopted by a majority of the then authorized number of directors constituting the Board of Directors.
C. Election of the Board Of Directors.
1. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, directors shall be elected at each annual meeting of stockholders for a term of one year. Each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
2. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.
3. In the election of directors, each holder of shares of any class or series of capital stock of the Corporation shall be entitled to one vote for each share held. No stockholder will be permitted to cumulative votes at any election of directors and any such right is expressly denied.
4. Notwithstanding the foregoing provisions of this Article V, Section C, each director shall serve until his successor is duly elected and qualified or until his or her death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
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D. Advance Notice. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.
E. Removal Of Directors. Subject to the rights of any series of Preferred Stock to elect additional directors under specified circumstances, the Board of Directors or any individual director may be removed from office at any time: (1) with cause by the affirmative vote of the holders of 66-2/3% of the voting power of all the then-outstanding shares of capital stock of the Corporation, entitled to vote at an election of directors or (2) without cause by the affirmative vote of the holders of 66-2/3% of the voting power of all the then-outstanding shares of capital stock of the Corporation, entitled to vote at an election of directors.
F. Vacancies. Subject to the rights of the holders of any series of Preferred Stock, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders, except as otherwise provided by law, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified.
ARTICLE VI
LIABILITY OF DIRECTORS
A. The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated to the fullest extent permitted by the DGCL, as so amended.
B. Any repeal or modification of this Article VI shall be prospective and shall not affect the rights under this Article VI in effect at the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.
ARTICLE VII
INDEMNIFICATION
The Corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors, or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors. The right to indemnification conferred by this Article shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition.
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The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article to directors and officers of the Corporation.
The rights to indemnification and to the advancement of expenses conferred in this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire under this Amended and Restated Certificate of Incorporation, the Bylaws of the Corporation, any statute, agreement, vote of stockholders or disinterested directors or otherwise.
Any repeal or modification of this Article VII by the stockholders of the Corporation shall not adversely affect any rights to indemnification and to the advancement of expenses of a director, officer, employee or agent of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE VIII
LOCATION OF MEETINGS OF STOCKHOLDERS AND BOOKS AND RECORDS
Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board or in the Bylaws of the Corporation.
ARTICLE IX
CALLING OF SPECIAL MEETINGS OF STOCKHOLDERS
Unless otherwise required by law, special meetings of the stockholders, for any purpose or purposes, may be called by either (i) the Chairman of the Board of Directors, (ii) Chief Executive Officer, (iii) the President, or (iv) the Board. The ability of the stockholders to call a special meeting of the stockholders is hereby specifically denied.
ARTICLE X
NO ACTION BY WRITTEN CONSENT
Following the closing of the initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), covering the offer and sale of Common Stock to the public (the “Initial Public Offering”), no action shall be taken by the stockholders of the Corporation except at an annual or special meeting of stockholders called in accordance with the Bylaws and no action shall be taken by the stockholders by written consent or electronic transmission.
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ARTICLE XI
AMENDMENTS OF THE BYLAWS
The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the bylaws of the Corporation by the board of directors shall require the approval of a majority of the authorized number of directors. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least 66-2/3% of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the Corporation.
ARTICLE XII
AMENDMENTS
A. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, except as provided in Section B of this Article XII, and all rights conferred upon the stockholders herein are granted subject to this reservation.
B. Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Corporation required by law or by this Amended and Restated Certificate of Incorporation or any certificate of designation filed with respect to a series of Preferred Stock, the affirmative vote of the holders of at least 66-2/3% of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to alter, amend or repeal Articles V, VI, VII, IX, X, XI, and XII.
IN WITNESS WHEREOF, this Certificate has been executed by a duly authorized officer of the Corporation this 13th day of March, 2013.
| Name: | Kumarakulasingam Suriyakumar | |
| Title: | President | |
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/13/13 | 4 | ||
| For Period end: | 12/31/12 | ARS | ||
| 9/30/04 | ||||
| List all Filings | ||||