Amendment to Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K/A Amendment to Annual Report 56± 243K
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 8± 33K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws 8± 34K
4: EX-4.8 Instrument Defining the Rights of Security Holders 53± 222K
5: EX-4.9 Instrument Defining the Rights of Security Holders 20± 88K
6: EX-10.18 Material Contract 8± 41K
7: EX-10.20 Material Contract 6± 29K
8: EX-10.35 Material Contract 16± 65K
9: EX-10.36 Material Contract 62± 291K
10: EX-11.1 Statement re: Computation of Earnings Per Share 2± 14K
11: EX-21.1 Subsidiaries of the Registrant 1 7K
12: EX-23.1 Consent of Experts or Counsel 1 7K
EX-3.2 — Articles of Incorporation/Organization or By-Laws
Exhibit 3.2
AMENDED AND RESTATED
BYLAWS
OF
DOSKOCIL COMPANIES INCOPORATED
ARTICLE I
STOCKHOLDERS
Section 1. Annual Meeting. The Annual Meeting of Stock-
holders of the Corporation shall be held at the registered office
of the Corporation in the City of Dover, State of Delaware, or at
such other place within or without the State of Delaware, on the
date and at the time fixed from time to time by the Board of
Directors and stated in the notice of meeting, for the election of
Directors and for the transaction of any other proper business that
may come before the meeting.
Section 2. Special Meetings. Special Meetings of the
Stockholders of the Corporation may be called at any time and from
time to time by the President or by a majority of the Directors
then in office, and shall be called by the Secretary upon the writ-
ten request of the Stockholders holding of record at least one-
twentieth (1/20) of the issued and outstanding shares of capital
stock of the Corporation entitled to vote at such meeting. Special
Meetings shall be held at such place within or without the State of
Delaware, at such time and on such date as shall be specified in
the call thereof.
Section 3. Notice of Meetings. Written notice of each
meeting of the Stockholders, stating the place, date and hour
thereof and, in the case of a Special Meeting, the purpose or
purposes for which it is called, shall be delivered personally or
mailed, not less than ten (10) nor more than sixty (60) days before
the date of such meeting (or at such other time as may be required
by statute), to each Stockholder of record entitled to vote at such
meeting. If mailed, such notice is deemed given when deposited in
the United States mail, postage prepaid, directed to each
Stockholder at his or her address as it appears on the records of
the Corporation.
Section 4. Waiver of Notice. Whenever notice is
required to be given of any Annual or Special Meeting of the
Stockholders, a written waiver thereof, signed by the person
entitled to notice, whether before or after the time stated in such
notice, shall be deemed equivalent to notice. Neither the business
to be transacted at, nor the purpose of, any regular or special
meeting of the Stockholders need be specified in any written waiver
of notice. Attendance of a person at a meeting of the Stockholders
shall constitute a waiver of notice of such meeting, except when
the person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.
Section 5. Adjournment. When any meeting of the Stock-
holders is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the meeting at which the
adjournment is taken. At the adjourned meeting any business may be
transacted which might have been transacted at the original
meeting. If the adjournment is for more than thirty (30) days, or
if after such adjournment the Board of Directors shall fix a new
record date for the adjourned meeting, a notice of the adjourned
meeting shall be given to each Stockholder of record entitled to
vote at such meeting.
Section 6. Quorum. At any meeting of the Stockholders,
the presence, in person or by proxy, of the holders of a majority
of the issued and outstanding shares of the capital stock of the
Corporation entitled to vote at such meeting shall be necessary in
order to constitute a quorum for the transaction of any business.
If there shall not be a quorum at any meeting of the Stockholders,
the holders of a majority of the shares entitled to vote present at
such meeting, in person or by proxy, may adjourn such meeting from
time to time, without further notice to the Stockholders other than
an announcement at such meeting, until holders of the amount of
shares required to constitute a quorum shall be present in person
or by proxy.
Section 7. Voting. Each Stockholder shall be entitled
to one vote for each share of capital stock of the Corporation held
by such Stockholder. Voting need not be by ballot, except that all
elections of Directors shall be by written ballot unless otherwise
provided in the Certificate of Incorporation, as such Certificate
may be amended from time to time. Whenever any corporate action is
to be taken by vote of the Stockholders, it shall, except as
otherwise required by law or by the Certificate of Incorporation,
be authorized by a plurality of the votes cast at a meeting of
Stockholders at which a quorum is present by the holders of shares
entitled to vote thereon.
Section 8. Action Without a Meeting. Any action
required or permitted to be taken at any Annual or Special Meeting
of Stockholders may be taken without a meeting thereof, without
prior notice and without a vote, if a consent in writing, setting
forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of such corporate action
without a meeting by less than unanimous written consent shall be
given to those Stockholders who have not consented in writing.
Section 9. Record Date.
(a) The Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) nor less than ten
(10) days before the date of any meeting of Stockholders, nor more
than sixty (60) days prior to any other action, as the record date
for the purpose of determining the Stockholders entitled to notice
of or to vote at any meeting of the Stockholders or any adjournment
thereof, or to express consent to corporate action in writing with-
out a meeting, or entitled to receive payment of any dividend or
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action.
(b) If no record date is fixed:
(1) The record date for determining Stockholders
entitled to notice of or to vote at a meeting of Stockholders
shall be at the close of business on the day next preceding
the day of notice, or, if notice is waived, at the close of
business on the day next preceding the day on which the
meeting is held.
(2) The record date for determining Stockholders
for any other purpose shall be at the close of business on the
day on which the Board of Directors adopts the resolution
relating thereto.
Section 10. Proxies. Each Stockholder entitled to vote
at a meeting of Stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize another
person or persons to act for him or her by proxy, but no such proxy
shall be voted or acted upon after three (3) years from its date,
unless the proxy provides for a longer period.
ARTICLE II
DIRECTORS
Section 1. Number; Qualifications. The number of
directors constituting the Board of Directors shall be fifteen
(15), unless and until otherwise provided in the Bylaws or the
Certificate of Incorporation, provided that the total number of
directors shall always be an odd number.
Section 2. Term of Office. Each Director shall hold
office until the next annual meeting following his election and
until his or her successor is elected and qualified or until his or
her earlier death, resignation, disqualification, or removal.
Section 3. Meetings. A meeting of the Board of
Directors shall be held for the election of Officers and for the
transaction of such other business as may come before such meeting
as soon as practicable after the Annual Meeting of the
Stockholders. Other regular meetings of the Board of Directors may
be held at such times and places as the Board of Directors of the
Corporation may from time to time determine. Special Meetings of
the Board of Directors may be called at any time by the President
of the Corporation or by a majority of the Directors then in
office. Meetings of the Board of Directors may be held within or
without the State of Delaware.
Section 4. Notice of Meetings; Waiver of Notice;
Adjournment. No notice need be given of the first meeting of the
Board of Directors after the Annual Meeting of Stockholders or of
any other regular meeting of the Board of Directors. Notice of a
Special Meeting of the Board of Directors, specifying the place,
date and hour thereof, shall be delivered personally, mailed,
telegraphed or telephoned to each Director at his or her address as
such address appears on the books of the Corporation at least one
(1) business day (Saturdays, Sundays and legal holidays not being
considered business days for the purpose of these Bylaws) before
the date of such meeting. Whenever notice is required to be given
under any provision of the General Corporation Law of the State of
Delaware or of the Certificate of Incorporation or these Bylaws, a
written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a Director at a Special
Meeting shall constitute a waiver of notice of such meeting, except
when the Director attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of
any business because the meeting was not lawfully called or
convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Stockholders,
Directors, or members of a committee of Directors need be specified
in any written waiver of notice unless so required by the
Certificate of Incorporation or these Bylaws. A majority of the
Directors present, whether or not a quorum is present, may adjourn
any meeting to another time and place. Notice need not be given of
the adjourned meeting if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is
taken, and at the adjourned meeting any business may be transacted
that might have been transacted at the original meeting.
Section 5. Quorum; Voting. A majority of the total
number of Directors shall constitute a quorum for the transaction
of business. The vote of the majority of the Directors present at
a meeting at which a quorum is present shall be the act of the
Board of Directors. The Board of Directors may select one of its
number to serve as Chairman of the Board.
Section 6. Participation by Telephone. Members of the
Board of Directors or any committee thereof may participate in a
meeting of the Board of Directors or such committee by means of a
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other, and participation in a meeting by such means shall
constitute presence in person at such meeting.
Section 7. Action Without a Meeting. Any action
required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a
meeting if all members of the Board of Directors or such committee,
as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of
Directors or of such committee.
Section 8. Committees. The Board of Directors, by
resolution passed by a majority of the entire Board of Directors,
may designate one or more committees, each committee to consist of
one or more of the Directors. At the option of the Investor (as
defined in Article II, Section 10 below, at least one (1) Director
who is an Investor Designee (as defined in the Agreement) shall be
appointed to serve on each committee of the Board, other than
committees appointed for the special purpose of considering
transactions with the Investor or any Investor Affiliate (as
defined in the Agreement). All actions taken by the Board of
Directors shall be recommendations that shall be submitted to the
full Board of Directors for approval unless, prior to such action
being taken, the Board of Directors has adopted a resolution
expressly delegating to the committee the power to take the action
in question. The Board of Directors may designate one or more
directors as alternate members of any such committee, who may
replace any absent or disqualified member at any meeting of such
committee.
Section 9. Removal; Resignation. Any Director or the
entire Board of Directors may be removed with or without cause by
the holders of a majority of the shares of capital stock of the
Corporation then entitled to vote at any election of Directors.
Any Director may resign at any time, upon written notice to the
Corporation.
Section 10. Vacancies. Any vacancy created by the
resignation, death or removal of a director, or by a director
declining to stand for re-election or a director not being
renominated for re-election, shall be filed by (a) the vote of a
majority of the Investor Designees (as defined in that certain
Stock Purchase Agreement (the "Agreement") dated February 16, 1993,
between the Corporation and Joseph Littlejohn & Levy Fund, L.P.
(the "Investor")) then in office, if such director was an Investor
Designee, or (b) the vote of a majority of the NonInvestor
Directors (as defined in the Agreement) then in office, if such
director was a NonInvestor Director, or (c) another Airlie Designee
(as defined in that certain Stockholders Agreement dated March 22,
1993, between the Corporation and The Airlie Group L.P.) who is
approved by the affirmative vote of both a majority of the
Directors who are Invsestor Designees and a majority of the
NonInvestor Designees, if such director was an Airlie Designee, or
(d) by the affirmative vote of both a majority of the Directors who
are Investor Designees and a majority of the NonInvestor Designees,
if such director was the Independent Director (as defined in the
Agreement) other than the Airlie Designee. A director elected to
fill a vacancy shall hold office for the unexpired term of his or
her predecessor. In the event the number of directors is
increased, additional directors shall be elected as Investor
Designees and NonInvestor Directors by the Investor Designees and
NonInvestor Directors, respectively, then in office, to fill the
vacancies created by the increase in the number of directors so
that thereafter the number of Investor Designees shall equal that
number that the Investor would otherwise have the right to nominate
at such time pursuant to the Agreement.
Section 11. Compensation. The Board of Directors may
fix the compensation of Directors.
ARTICLE III
OFFICERS
Section 1. Election; Qualifications. At the first meet-
ing of the Board of Directors and as soon as practicable after each
Annual Meeting of Stockholders, the Board of Directors shall elect
or appoint a President, a Vice President, a Secretary and a Treas-
urer, and may elect or appoint at such time or from time to time
such additional Officers as it deems advisable. No Officer need be
a Director of the Corporation. Any number of offices may be held
by the same person, except that there shall always be two (2)
persons who hold offices which entitle them to sign instruments and
stock certificates.
Section 2. Term of Office; Vacancies. Each Officer
shall hold office until the election and qualification of his or
her successor or until his or her earlier death, resignation or re-
moval. Any vacancy occurring in any office, whether because of
death, resignation or removal, with or without cause, or otherwise,
shall be filled by the Board of Directors.
Section 3. Removal; Resignation. Any Officer may be
removed from office at any time with or without cause by vote of a
majority of the Board of Directors. Any Officer may resign his or
her office at any time upon written notice to the Corporation.
Section 4. Powers and Duties of President. The
President shall be the Chief Executive Officer of the Corporation
and shall have general charge and supervision of its business,
affairs, administration and operations. The President shall from
time to time make such reports concerning the Corporation as the
Board of Directors of the Corporation may require. The President
shall preside at all meetings of the Stockholders and the Board of
Directors. The President shall have such other powers and shall
perform such other duties as may from time to time be assigned to
him or her by the Board of Directors.
Section 5. Powers and Duties of Vice Presidents. Each
Vice President shall be given such titles and designations and
shall have such powers and perform such duties as may from time to
time be assigned to him or her by the Board of Directors.
Section 6. Powers and Duties of the Secretary. The
Secretary shall record and keep the minutes of all meetings of the
Stockholders and of the Board of Directors in a book to be kept for
that purpose. The Secretary shall attend to the giving and serving
of all notices by the Corporation. The Secretary shall be the
custodian of, and shall make or cause to be made the proper entries
in, the minute book of the Corporation and such other books and
records as the Board of Directors may direct. The Secretary shall
be the custodian of the corporate seal for the Corporation and
shall affix or cause to be affixed such seal to such contracts and
other instruments as the Board of Directors may direct. The
Secretary shall have such other powers and shall perform such other
duties as may from time to time be assigned to him or her by the
Board of Directors.
Section 7. Powers and Duties of the Treasurer. The
Treasurer shall be the custodian of all funds and securities of the
Corporation. Whenever required by the Board of Directors, the
Treasurer shall render a statement of the Corporation's cash and
other accounts, and shall cause to be entered regularly in the
proper books and records of the Corporation to be kept for such
purpose full and accurate accounts of the Corporation's receipts
and disbursements. The Treasurer shall at all reasonable times
exhibit the Corporation's books and accounts to any Director of the
Corporation upon application at the principal office of the
Corporation during business hours. The Treasurer shall have such
other powers and shall perform such other duties as may from time
to time be assigned to him or her by the Board of Directors.
Section 8. Powers and Duties of Assistant Secretary and
Assistant Treasurer. The Assistant Secretary and Assistant Treas-
urer (or in the event there be more than one Assistant Secretary or
Assistant Treasurer, in the order of their seniority, designation
or election) shall, in the absence or disability of the Secretary
or Treasurer, respectively, perform the duties and exercise the
powers of the Secretary or Treasurer and shall perform such other
duties as the President or the Board of Directors shall prescribe.
Section 9. Delegation. In the event of the absence of
any Officer of the Corporation or for any other reason that the
Board of Directors may deem sufficient, the Board of Directors may
at any time or from time to time delegate all or any part of the
powers or duties of any Officer to any other Officer or Officers or
to any Director or Directors.
ARTICLE IV
STOCK
The shares of the Corporation shall be represented by
certificates in such form as the Board of Directors may from time
to time prescribe, signed by the President or Vice President and by
the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary. Any or all of the signatures on the
certificates may be a facsimile.
ARTICLE V
EXECUTION OF DOCUMENTS
All contracts, agreements, instruments, bills payable,
notes, checks, drafts, warrants or other obligations of the Corpo-
ration shall be made in the name of the Corporation and shall be
signed by such Officer or Officers as the Board of Directors may
from time to time designate. In the absence of such designation
the signature of the President shall suffice.
ARTICLE VI
SEAL
The seal of the Corporation shall contain the name of the
Corporation, the words "Corporate Seal," the year of its orga-
nization, and the name of the Corporation's state of incorporation.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall begin and end on
such days as the Board of Directors shall from time to time
determine.
ARTICLE VIII
INDEMNIFICATION
The Corporation shall indemnify all Directors, Officers,
employees or agents to the full extent as provided in the
Corporation's Certificate of Incorporation, as such Certificate may
be amended from time to time.
ARTICLE IX
AMENDMENT OF BYLAWS
These Bylaws may be amended or repealed, and any new
Bylaws may be adopted, by the Stockholders entitled to vote or by
the Board of Directors.
Dates Referenced Herein and Documents Incorporated by Reference
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