Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Amendment No. 1 to S-1 77 354K
2: EX-1.1 Form of Underwriting Agreement 31± 144K
3: EX-1.2 Form of Underwriter's Warrant 20± 86K
4: EX-3.1 Restated Certificate of Incorporation 8 30K
5: EX-3.2 By-Laws of Securacom 14 57K
6: EX-4 Form of Rights Agreement 27 127K
7: EX-10.1 Stock Option Plan 9 40K
8: EX-10.2 Ronald C. Thomas Employment Agreement 6 30K
9: EX-10.3 Larry M. Weaver Employment Agreement 6 30K
10: EX-10.4 Wirt D. Walker Consulting Agreement 6 28K
11: EX-10.6 Form of Stock Purchase Agmt 11 55K
12: EX-23.1 Consent of Grant Thornton 1 6K
13: EX-23.2 Consent of Amper Politziner 1 6K
EX-3.1 — Restated Certificate of Incorporation
| EX-3.1 | 1st Page of 8 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
RESTATED CERTIFICATE OF INCORPORATION
OF
SECURACOM, INCORPORATED
Pursuant to Section 245 of the
General Corporation Law of the State of Delaware
Securacom, Incorporated, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:
1. This Restated Certificate of Incorporation of the Corporation
restates and integrates and further amends the provisions of the Certificate of
Incorporation of the Corporation and was duly authorized by the stockholders of
the Corporation pursuant to Section 228 of the General Corporation Law of the
State of Delaware, after first having been declared advisable by the Board of
Directors of the Corporation, all in accordance with the provisions of Sections
228, 242, and 245 of the General Corporation Law of the state of Delaware.
2. The capital of the Corporation will not be reduced under, or by
reason of, the amendments set forth herein to the Certificate of Incorporation
of the Corporation.
3. The text of the Certificate of Incorporation of the Corporation is
hereby restated and further amended to read in its entirety as follows:
ARTICLE I
The name of the Corporation is Securacom, Incorporated.
ARTICLE II
The period of its duration is perpetual.
ARTICLE III
The purpose for which the Corporation is organized is to engage in the
transaction of any or all lawful business for which corporations may be
incorporated under the Delaware General Corporation Law.
ARTICLE IV
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 25,000,000, of which (a) 5,000,000
shares, par value $0.01 per share, are to be designated "Preferred Stock" (the
"Preferred Stock") (b) 20,000,000 shares, par value $0.01 per share, are to be
of a class designated "Common Stock" (the "Common Stock").
1
The designations, powers, preferences and rights and qualifications,
limitations, or restrictions of the Preferred Stock and the Common Stock are as
follows:
A. PREFERRED STOCK
The Board of Directors is authorized and empowered to designate the
rights, preferences, and restrictions of shares of Preferred Stock from time to
time in accordance with the following:
1. The Board of Directors is hereby authorized to issue the Preferred
Stock from time to time in one or more series, which Preferred Stock shall be
preferred to the Common Stock as to dividends and distribution of assets of the
Corporation on dissolution, as hereinafter provided, and shall have such
distinctive designations as may be stated in the Certificate of Designation
providing for the issue of such stock adopted by the Board of Directors pursuant
to Section 151(g) of the Delaware General Corporation Law. In such Certificate
of Designation providing for the issue of shares of each particular series, the
Board of Directors is hereby expressly authorized and empowered to fix the
number of shares constituting such series and to fix the relative rights and
preferences of the shares of the series so established to the full extent
allowable by law except as otherwise provided herein and except insofar as such
rights and preferences are fixed herein. Such authorization in the Board of
Directors shall expressly include the authority to fix and determine the
relative rights and preferences of such shares in the following respects:
(a) The rate of dividend;
(b) Whether shares can be redeemed or called and, if so, the
redemption or call price and terms and conditions of redemption or
call;
(c) The amount payable upon shares in the event of voluntary and
involuntary liquidation;
(d) The purchase, retirement, or sinking fund provisions, if any,
for the call, redemption, or purchase of shares;
(e) The terms and conditions, if any, on which shares may be
converted into Common Stock or any other securities;
(f) Whether or not shares have voting rights, and the extent of
such voting rights, if any, including the number of votes per share;
and
(g) Whether or not shares shall be cumulative, non-cumulative, or
partially cumulative as to dividends and the dates from which any
cumulative dividends are to accumulate.
2
All shares of the Preferred Stock shall be of equal rank and shall be
identical, except in respect to the particulars that may be fixed by the Board
of Directors as hereinabove provided in this Article IV and which may vary among
the series.
2. The holders of Preferred Stock are entitled to receive, when, as,
and if declared by the Board of Directors, but only from funds legally available
for the payment of dividends, cash dividends at the annual rate for each
particular series as theretofore fixed and determined by the Board of Directors
as hereinabove authorized, and to more; such dividends to be payable before any
dividend on Common Stock shall be paid or set apart for payment.
3. In the event of any dissolution, liquidation, or winding up of the
affairs of the Corporation, after payment or provision for payment of the debts
and other liabilities of the Corporation, the holders of each series of
Preferred Stock shall be entitled to receive, out of the net assets of the
Corporation, an amount in cash for each share equal to the amount fixed and
determined by the Board of Directors in any Certificate of Designation providing
for the issue of any particular series of Preferred Stock, plus an amount equal
to any dividends payable to such holder which are then unpaid, either under the
provisions of the Certificate of Designation adopted by the Board of Directors
providing for the issue of such series of Preferred Stock or by declaration of
the Board of Directors, on each such share up to the date fixed for
distribution, and no more, before any distribution shall be made to the holders
of Common Stock. Neither the merger or consolidation of the Corporation, nor the
sale, lease, or conveyance of all or a part of its assets shall be deemed to be
a dissolution, liquidation, or winding up of the affairs of the Corporation
unless otherwise stated by the Board of Directors with respect to such series.
B. COMMON STOCK
1. Whenever dividends upon the Preferred Stock at the time outstanding
shall have been paid in full for all past dividend periods or declared and set
apart for payment, the holders of the Common Stock shall be entitled to receive
dividends when, as, and if declared by the Board of Directors out of funds
legally available therefor.
2. In the event of any liquidation, dissolution, or winding up of the
affairs of the Corporation, either voluntary or involuntary, distributions to
the stockholders of the Corporation shall be made in the following manner: if
any Preferred Stock is then outstanding and if payment has been made to the
holders of the such Preferred Stock of the full amount to which they shall be
entitled then the holders of the Common Stock shall be entitled to share in all
remaining assets of the Corporation available for distribution to its
stockholders on a share for share basis.
3. Each holder of Common Stock shall be entitled to vote on all matters
and shall be entitled to one vote for each share of Common Stock standing in
such holder's name on the books of the Corporation.
3
ARTICLE V
Except as provided elsewhere in this Certificate of Incorporation, the
preemptive rights of any shareholder of the Corporation to acquire additional,
unissued, or treasury shares of the Corporation, or securities of the
Corporation convertible into or carrying a right to subscribe to or acquire
shares of the Corporation, is hereby denied; provided, however, that nothing
herein shall preclude the Corporation from granting preemptive rights by
contract or agreement to any person, corporation, or other entity.
ARTICLE VI
Cumulative voting by the shareholders of the Corporation at any
election of directors of the Corporation is hereby prohibited.
ARTICLE VII
The street address of the Corporation's registered office is .
ARTICLE VIII
1. Number. The number of directors of the Corporation may be
fixed by the Bylaws.
2. Powers. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized:
(a) To make, alter, or repeal the Bylaws of the Corporation;
(b) To authorize and cause to be executed mortgages and liens
upon the real and personal property of the Corporation;
(c) To set apart out of any of the funds of the Corporation
available for dividends a reserve or reserves for any proper
purpose and to abolish any such reserve in the
manner in which it was created; and
(d) By a majority of the whole Board of Directors, to designate
one or more committees, each committee to office for a term
expiring at the annual meeting of stockholders held in the
year following the year of their election.
3. Created Directorships and Vacancies. Newly created directorships
resulting from any increase in the number of directors and any vacancies of the
Board of Directors resulting from death, resignation, disqualification, removal,
or other cause shall be filled by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum of the Board
of Directors. Any director elected in accordance with the preceding
4
sentence shall hold office for the remainder of the full term and until such
director's successor shall have been elected and qualified. No decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director.
4. Removal. Any director may be removed from office for cause by the
affirmative vote of the holders of two-thirds of the combined voting power of
the then outstanding shares of stock entitled to vote generally in the election
of directors, voting together as a single class.
5. Amendment or Repeal. Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative vote of the
holders of at least two-thirds of the voting power of all shares of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to alter, amend, adopt any
provision inconsistent with, or repeal Sections 3, 4, or 5 of this Article VIII.
ARTICLE IX
1. Location of Meetings; Books and Records; Use of Ballots in the
Elections of Directors. Meetings of stockholders may be held within or without
the State of Delaware, as the Bylaws may provide. The books of the Corporation
may be kept (subject to applicable law) outside the State of Delaware at such
place or places as may be designated from time to time by the Board of Directors
or in the Bylaws of the Corporation. Elections of Directors need not be by
written ballot unless the Bylaws of the Corporation shall so provide.
2. Actions by Shareholders; Special Meetings: Amendment. Any action
required or permitted to be taken by the stockholders of the Corporation must be
affected at a duly called annual or special meeting of such holders and may not
be effected by any consent in writing by such holders. Special meetings of
stockholders of the Corporation may be called only by the Chairman of the Board
of Directors, the President, or the Board of Directors pursuant to a resolution
approved by a majority of the entire Board of Directors. Notwithstanding
anything contained in this Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least two-thirds of the voting power of
all shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to alter, amend,
adopt any provision inconsistent with, or repeal this Section 2 of this Article
IX.
ARTICLE X
To the fullest extent permitted by the Delaware General Corporation
Law, as the same exists or may hereafter be amended, a director of the
Corporation shall not be liable to the Corporation or its shareholders for
monetary damages for an act or omission in the director's capacity as a
director.
5
ARTICLE XI
1. Right to Indemnification. Each person who was or is made a party to
or is threatened to be made a party to or is otherwise involved in any action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director, officer, employee, or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee, or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee, or agent or in
any other capacity while serving as a director, officer, employee, or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than permitted prior thereto), against all expense, liability, and loss
(including attorney's fees, judgments, fines, ERISA excise taxes, or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith and such indemnification shall continue as to
an indemnitee who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the indemnitee's heirs, executors, and
administrators; provided, however, that, except as provided in section 3 hereof
with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the board of directors of the Corporation.
2. Right to Advancement of Expenses. The right to indemnification
conferred in section 1 of this Article XI shall include the right to be paid by
the Corporation the expenses incurred in defending any proceeding for which such
right to indemnification is applicable in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Article XI or otherwise.
3. Right of Indemnitee to Bring Suit. The rights to indemnification and
to the advancement of expenses conferred in sections 1 and 2 of this Section
shall be contract rights. If a claim under sections 1 or 2 of this Article XI is
not paid in full by the Corporation within sixty days after a written claim has
been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be twenty
days, the indemnitee may at any time thereafter bring suit against the
Corporation to recover the
6
unpaid amount of the claim. If successful in whole or in part in any such suit,
or in a suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled also
to be paid the expense of prosecuting or defending such suit. In (i) any suit
brought by the indemnitee to enforce a right to indemnification hereunder (but
not in a suit brought by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any suit by the Corporation to
recover an advancement of expenses pursuant to the terms of an undertaking the
Corporation shall be entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met any applicable standard for indemnification set
forth in the Delaware General Corporation Law. Neither the failure of the
Corporation (including its board of directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its board of directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expense hereunder, or
by the Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the burden of proving that the indemnitee is not entitled to
be indemnified, or to such advancement of expenses, under this Article XI or
otherwise shall be on the Corporation.
4. Non-Exclusivity of Rights. The rights to indemnification and to the
advancement of expenses conferred in this Article XI shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, this Corporation's certificate of incorporation, bylaw, agreement, vote
of stockholders or disinterested, directors, or otherwise.
5. Insurance. The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee, or agent of the
corporation or another corporation, partnership, joint venture, trust, or other
enterprise against any expense, liability, or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability, or loss under the Delaware General Law.
ARTICLE XII
The election of directors need not be by written ballot.
ARTICLE XIII
The Board of Directors shall have power to adopt, amend, and repeal the
Bylaws of the Corporation. Any Bylaws adopted by the directors under the powers
conferred hereby may be amended or repealed by the directors or by the
stockholders. Notwithstanding the foregoing and anything contained in this
Certificate of Incorporation to the contrary, provisions of the Bylaws
7
of the Corporation regulating the number, qualification, and election of
directors, newly created directorships and vacancies, removal of directors and
election of directors shall not be amended or repealed and no provision
inconsistent with provisions regulating such matters in the then existing Bylaws
shall be adopted without the affirmative vote of the holders of at least
two-thirds of the voting power of all the shares of the Corporation entitled to
vote generally in the election of directors, voting together as a single class.
Notwithstanding anything contained in this Certificate of Incorporation to the
contrary, the affirmative vote of the holders of at least two-thirds of the
voting power of all the shares of the Corporation entitled to vote generally in
the election of directors, voting together as a single class, shall be required
to alter, amend, adopt any provision inconsistent with, or repeal this Article
XIII.
ARTICLE XIV
This Certificate of Incorporation may be amended from time to time as
provided in the Delaware General Corporation Law, as amended from time to time.
IN WITNESS WHEREOF, Securacom, Incorporated has caused this certificate
to be signed by its President, who hereby acknowledges under penalty of perjury
that the facts herein stated are true and that this certificate is the act and
deed of the Corporation, this day of , 1997.
SECURACOM, INCORPORATED
By:
Name:
Title:
8
↑Top
Filing Submission 0000925328-97-000019 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Tue., Apr. 23, 4:05:57.1am ET 
