Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 197 1.00M
Business-Combination Transaction
2: EX-3.1 Cert. of Inc. / Doe Run Resources 36 79K
3: EX-3.2 Amended & Restated Bylaws/ Doe Run 9 39K
4: EX-3.3 Cert. of Inc./Fabricated Products 2 16K
5: EX-3.4 Bylaws of Fabricated Products 9 36K
6: EX-3.5 Cert. of Inc./Doe Run Cayman 1 13K
7: EX-3.6 Memorandum of Association 36 107K
8: EX-3.7 Constitution of Doe Run 18 69K
9: EX-3.8 Constitution/Doe Run Peru 16 67K
10: EX-4.1 Indenture 204 538K
11: EX-4.2 Purchase Agreement 54 155K
12: EX-4.3 Registration Rights Agreement 42 125K
13: EX-4.4 Letter of Transmittal 12 62K
14: EX-5.1 Cadwalader Opinion 3 21K
15: EX-10.1-1 Employment Agreement/Zelms 11 34K
16: EX-10.1-2 Employment Agreement/Kaiser 11 34K
17: EX-10.1-3 Employment Agreement/Amastadi 11 33K
18: EX-10.1-4 Employment Agreement/Boyer 11 33K
19: EX-10.1-5 Employment Agreement/Buckley 11 34K
20: EX-10.2-1 Net Worth Apprec. Agmt/Zelms 8 25K
21: EX-10.2-2 Net Worth Apprec. Agmt/Kaiser 8 26K
22: EX-10.2-3 Net Worth Apprec. Agmt./Amistadi 8 26K
23: EX-10.2-4 Net Woth Apprec. Agmt./Boyer 8 26K
24: EX-10.2-5 Net Worth Apprec. Agmt./Buckley 8 26K
25: EX-10.3 Supplemental Employee Retirement Plan 7 26K
26: EX-10.4 Executive Tax Services Plan 2 15K
27: EX-10.5 Loan & Security Agreement 142 467K
28: EX-10.6 Contrato De Transferencia De Acciones 109 206K
29: EX-10.7 Programa De Adecuacion Y Manejo Ambiental 478 1.63M
30: EX-10.8-1 Covenio De Establilidad Jurica Entre El Estado 10 42K
31: EX-10.8-2 Covenio De Estabilidad Jurica Con Doe Run 10 41K
32: EX-10.8-3 Covenio De Estabilidad Jurica Entre El Estado 9 40K
33: EX-10.8-4 Covenio De Estabilidad Jurica Con Doe Run Peru 10 43K
34: EX-10.8-5 Covenio De Estabilidad Con Doe Run Peru 10 44K
35: EX-10.8-6 Covenio De Estabilidad Jurica Con Doe Run Cayman 12 48K
36: EX-10.8-7 Remite Contrato De Estabilidad Administrativa Amb 20 88K
37: EX-12 Computation of Ratios 1 14K
38: EX-21 List of Subsidiaries 1 12K
39: EX-23.2 Consent of Kpmg 1 13K
40: EX-23.3 Consent of Medina, Zaldivar 1 14K
41: EX-23.4 Consent Pincock, Allen & Holt 1 14K
42: EX-25 Form T-1 7 31K
EX-3.4 — Bylaws of Fabricated Products
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Exhibit 3.4
BYLAWS
OF
FABRICATED PRODUCTS, INC.
A Delaware Corporation
ARTICLE I
Offices
1. Registered Office. The registered office of the corporation within the
State of Delaware shall be in the City of Wilmington, County of New Castle.
2. Other Offices. The corporation may have other offices either within or
outside the State of Delaware.
ARTICLE II
Stockholders
1. Annual Meeting. The annual meeting of stockholders shall be held each
year at such time and place as is designated by the board of directors. The
purpose of the meeting shall be to elect directors and transact any other proper
business.
2. Special Meetings. A special meeting of stockholders may be called at
any time by the board of directors, by the president, or upon written request by
the holders of at least 25% of the stock entitled to vote with respect to the
business to be transacted at the meeting. No business or corporate actions shall
be taken at a special meeting other than those stated in the notice of the
meeting.
3. Notice of Meetings. At least 10 days and not more than 60 days before
any meeting of stockholders, written notice stating the time and place of the
meeting, and also its purpose in the case of a special meeting, shall be
delivered personally to, or mailed with postage prepaid to the last known
address of, each stockholder of record entitled to vote at the meeting.
If a meeting is adjourned to another time or place, notice of the
adjourned meeting must be given to all the stockholders entitled to vote at the
adjourned meeting if (i) the adjournment is for more than 30 days, (ii) a new
record date is fixed for the adjourned meeting, or (iii) the time and place of
the adjourned meeting are not announced at the
meeting at which the adjournment is taken. The stockholders may transact any
business at the adjourned meeting which could have been transacted at the
original meeting.
4. Waiver of Notice. A stockholder may waive notice of any or all meetings
by delivering to the corporation a written waiver signed by such person. The
stockholder may deliver the waiver before, after, or at the time when it is
stated to be effective.
The attendance of a stockholder at any meeting shall be deemed a waiver of
notice of the meeting by such person, unless the attendance is only for the
purpose of objecting that the meeting was unlawfu1ly convened and the person so
objects at the start of the meeting.
5. Quorum. A majority of the shares entitled to vote, either present in
person or represented by proxy, shall constitute a quorum for the transaction of
any business at a meeting of stockholders.
6. Voting. Each share of stock shall entitle the holder of record to one
vote. With respect to matters other than the election of directors, the vote of
a majority of the shares present in person or represented by proxy shall prevail
and be considered an act of the stockholders. A plurality of the same shall be
sufficient for the election of directors.
7. Representation by Proxy. Any stockholder may authorize another person
or persons to act for it by proxy in all matters in which the stockholder is
entitled to participate. The proxy shall be in writing, dated, and signed by the
stockholder or its authorized agent. The proxy shall be valid, unless sooner
revoked, until the expiration of the period stated in the proxy, or until 3
years after the date of the proxy if no period is stated. A proxy shall be
irrevocable if it so states, but only if and so long as it is coupled with an
interest in the stock itself or the corporation in general.
8. Action by Consent. Any action required or permitted to be taken at a
meeting of stockholders may be taken without a meeting and without prior notice
if a sufficient number of stockholders deliver to the corporation, within a
60-day period, properly executed written consents to the action. A consent shall
be properly executed if it is signed by the stockholder, bears the date of
signature, and sets forth the action taken. The number of stockholders which is
sufficient for this purpose shall be any number which represents at least the
minimum number of votes that would be required were the action to be taken at a
meeting at which all the shares entitled to vote on the matter were present and
voted. Any action taken as described in this paragraph has the same effect as
an action taken at a duly called and convened meeting of Stockholders.
9. Record Date. The record date for determining the stockholders entitled
to notice of or to vote at any meeting of stockholders shall be determined in
accordance with Article V, paragraph 5.
10. List of Stockholders. At least 10 days before any meeting of
stockholders, the secretary shall make a list of all stockholders entitled to
vote at the meeting, arranged in
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alphabetical order and showing each stockholder's address and the number of
shares registered in such person's name. The secretary shall make the 1ist
available for the inspection of any stockholder for purposes germane to the
meeting, for a period of at least 10 days prior to the meeting, during ordinary
business hours, and at a place within the city where the meeting is to be held
which is specified in the notice of the meeting. The list shall also be produced
at the meeting and made available for inspection then by any stockholder who is
present.
ARTICLE III
Board of Directors
1. General Powers. Subject to any limitations in the certificate of
incorporation, the board of directors shall manage and direct the business and
affairs of the corporation. The board of directors shall have the authority to
fix the compensation of its members.
2. Number, Election, and Term of Office. The board of directors shall
consist of one person. Directors shall be elected at the annual meeting of
stockholders for a term of one year, and shall hold office until their
successors are elected and qualify, or until their death, resignation, or
removal as provided in these bylaws.
3. Vacancies. Any vacancy in the board of directors occurring by
resignation, removal, or otherwise may be filled by the vote of a majority of
the remaining directors, though less than a quorum; or by the stockholders at
their next annual meeting or a special meeting. Each director so elected shall
hold office until his or her successor is elected and qualified.
4. Resignations. Any director may resign at any time by giving written
notice to the corporation. Resignation shall take effect immediately upon
receipt of the notice, or at such other time as is specified in the notice.
Unless required by the notice, acceptance of the resignation is not needed to
make it effective.
5. Removal of Directors. Except as may otherwise be required by statute,
any director or the entire board of directors may be removed, with or without
cause, by the holders of a majority of the outstanding stock of the corporation.
6. Annual and Other Regular Meetings. The board of directors shall meet as
soon as practicable after the annual meeting of stockholders. The board shall
also hold other regular meetings at the times and places determined from time to
time by the board. Notice of annual and other regular meetings need not be given
to the directors.
7. Special Meetings. Special meetings of the board of directors may be
called by the president or by any director. Written, oral, or any other mode of
notice of the time and place of special meetings shall be given at least 48
hours prior to any such meeting.
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8. Quorum, Voting, and Manner of Acting. A majority of the directors in
office shall constitute a quorum for the transaction of business. Except as
otherwise provided in these bylaws, the act of a majority of the directors
present shall be the action of the board of directors. The directors shall act
only as a board, and the individual directors shall have no power as such.
9. Action by Consent. Any action required or permitted to be taken by the
board of directors may be taken without a meeting if all the directors consent
to the action in writing, and the writing is filed with the minutes of the board
of directors.
10. Telephonic Meeting. Any member of the board of directors may
participate in a meeting of the board of directors by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other.
11. Committees. The board of directors may, by resolution passed by a
majority of the directors in office, designate 1 or more committees, each
committee to consist of 1 or more directors who shall serve at the pleasure of
the board.
(a) The board may designate 1 or more directors to act as alternate
members of any committee to replace any absent or disqualified member of a
committee. If a member is absent or disqualified and an alternate member
is not available, the members present at the meeting who are not
disqualified from voting may unanimously appoint (whether or not they
constitute a quorum) another member of the board of directors to act in
the place of the absent or disqualified member.
(b) The board of directors shall designate by resolution the extent
to which the powers and authority of the board may be exercised by a
committee; provided, however, that a committee shall not have the power to
(i) amend the certificate of incorporation: (ii) adopt an agreement of
merger or consolidation; (iii) recommend to the stockholders the sale,
lease, or exchange of all or substantially all the corporation's property
and assets; (iv) recommend to the stockholders a dissolution of the
corporation or a revocation of dissolution; (v) amend the bylaws or
certificate of incorporation; or (vi) declare a dividend, authorize an
issuance of stock, or adopt a certificate of ownership and merger.
(c) Paragraphs 6 through 10 of this Article III shall also apply to
committees.
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ARTICLE IV
Officers
1. Number and Qualifications. The board of directors shall appoint by
resolution the officers of the corporation, who shall consist of a president and
a secretary. Other officers, including a chairman of the board, one or more vice
presidents, and a treasurer may also be appointed by the board of directors from
time to time. Any person may hold two or more offices, and no officer except the
chairman of the board need also be a director. Each officer shall hold office
until his or her successor is duly elected and qualified, or until his or her
death, resignation, or removal. The board of directors shall have authority to
fix the compensation of all the officers of the corporation.
2. Duties. The duties of the officers shall be the duties usually imposed
upon such officials of corporations, the duties required by law, and the duties
assigned to them by the board of directors. The secretary or his or her delegate
shall record in writing all the proceedings of all meetings of stockholders,
directors, and committees of directors.
3. Assistant Officers. An officer may appoint one or more assistant
officers if so authorized by the board of directors.
4. Resignations. Any officer or assistant officer of the corporation may
resign at any time by giving written notice of resignation to the corporation.
Resignation shall take effect immediately upon receipt of the notice, or at such
other time as is specified in the notice. Unless required by the notice,
acceptance of the resignation is not needed to make it effective.
5. Removal. The board of directors may remove any officer or assistant
officer of the corporation at any time, with or without cause.
6. Vacancies. Any vacancies in office arising from death, resignation,
removal, or otherwise may be filled by the board of directors.
ARTICLE V
Capital Stock
1. Issuance or Sale by the Corporation. The capital stock of the
corporation shall not be issued or sold without authorization by the board of
directors. The board shall determine the price at which the corporation will
issue or sell its stock, the form of consideration to be paid, the manner of
payment, and the value of any consideration paid.
2. Certificates. Except as provided in paragraph 3 of this Article V,
shares of stock in the corporation shall be represented by certificates. Each
certificate shall set forth the number of shares registered in the stockholder's
name, and shall be signed in the name
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of the corporation by the chairman of the board, the president, or a vice
president, and also by the treasurer, the secretary, or an assistant secretary.
Any signature on a certificate may be a facsimile. If an officer who has signed
or whose facsimile signature has been placed upon a certificate shall cease to
hold such office before the certificate is issued, the corporation may
nonetheless issue the certificate with the same effect as if such person still
held the office at the date of issue.
3. Uncertificated Shares. The board of directors may provide by resolution
that any class or series of stock shall be uncertificated. Nonetheless, any
holder of uncertificated shares shall be entitled, upon demand, to have a
certificate specifying the information and prepared in accordance with
paragraph 2 of this Article V.
4. Transfers of Stock. Shares of stock in the corporation shall be
transferable or assignable only on the stock ledger of the corporation and only
upon presentation of proper evidence of succession, assignment, or authority to
transfer, accompanied with the certificate for the shares (if one was issued)
duly endorsed by the holder or its duly authorized attorney; provided, however,
that the corporation shall be entitled to recognize and enforce any lawful
restriction on transfer. The board of directors may appoint, or authorize any
officer to appoint, one or more transfer agents and one or more registrars.
5. Fixing the Record Date. For the purpose of determining the stockholders
entitled to:
(a) Notice of, or to vote at, any meeting of stockholders or any
adjournment of such a meeting;
(b) Express consent to corporate action in writing without a
meeting;
(c) Receive payment of any dividend or distribution, or allotment of
any rights;
(d) Exercise any rights in respect of any change, conversion, or
exchange of stock.
or for any other lawful purpose, the board of directors may fix in advance a
record date, which shall not be more than 60 days nor less than 10 days before
the date of such meeting, nor more than 60 days prior to any other action.
If the board of directors does not fix a record date with respect to any
meeting, the record date shall occur at the close of business on the day before
notice of the meeting is given, or at the close of business on the day prior to
the meeting if notice is waived. The record date applicable for any meeting
shall also apply to an adjournment of such meeting, unless the board of
directors fixes a new record date for the adjourned meeting.
6. Distribution. Subject to the provisions of statute and the certificate
of incorporation, the board of directors may declare distributions with respect
to the shares
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of stock of the corporation at any regular or special meeting, and may cause
them to be paid in cash, property, or shares of stock of the corporation.
7. Registered Stockholders. The corporation shall be entitled to recognize
the exclusive right of a person registered on its records as the owner of shares
of stock to receive dividends and to vote as such owner, and, except as
otherwise provided by the laws of Delaware, shall not be bound to recognize any
equitable or other claim to, or interest in, such share or shares of stock on
the part of any other person.
8. Lost, Destroyed, or Mutilated Certificates. The board of directors may
in its discretion authorize the issuance of one or more new stock certificates
in place of any certificate alleged to be lost, stolen, or destroyed. The board
may, however, require the holder or its representative to give the corporation a
bond sufficient to indemnify it against any claim which might be made against
the corporation on account of the alleged loss, theft, or destruction of the old
certificate or the issuance of the new certificate.
ARTICLE VI
Indemnification
1. General. The corporation shall indemnify every person who was or is a
party, or is or was threatened to be made a party, to any action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, 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, partnership, joint
venture, trust, employee benefit plan, or other enterprise, against expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit, or
proceeding, to the fullest extent permitted by applicable law. Such
indemnification may, in the discretion of the board of directors, include
advances of the person's expenses in advance of final disposition of such
action, suit, or proceeding, subject to the provisions of any applicable
statute.
2. Rights Not Exclusive. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VI shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any law, bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in the
indemnified party's official capacity and as to action in another capacity while
holding such office.
3. Insurance. The corporation shall have the power to purchase and
maintain insurance on behalf of any person who 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, partnership, joint venture, trust, or other enterprise, against any
liability incurred by such person in such capacity, or arising out of
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such person's capacity, whether or not the corporation would have the power to
indemnify the person against the liability under the provisions of this Article
VI.
4. Definition of "corporation." For the purposes of this Article VI,
references to "the corporation" include any constituent corporation absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its director, officers, employees,
and agents as well as the resulting or surviving corporation. As a result, any
person who is or was a director, officer, employee, or agent of such a
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise shall stand in the same
position under the provisions of this Article VI with respect to the resulting
or surviving corporation as he or she would if he or she had served the
resulting or surviving corporation in the same capacity.
5. Survival of Rights. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VI shall continue as to a
person who has ceased to be a director, officer, employee, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
ARTICLE VII
Amendments
1. The power to adopt, amend, or repeal any provision of the bylaws is
vested in the stockholders of the corporation entitled to vote.
2. In accordance with the certificate of incorporation, the board of
directors is also empowered to adopt, amend, or repeal any provision of the
bylaws.
ARTICLE VIII
General Provisions
1. Checks, Notes, Drafts, etc. All checks, notes, drafts, or other orders
for the payment of money of the corporation shall be signed, endorsed, or
accepted in the name of the corporation by such officers or other persons as
front time to time are designated by the board of directors or an officer
authorized by the board of directors to make such designation.
2. Execution of Contracts, Deeds, etc. The board of directors may
authorize one or more officers or agents to enter into or execute and deliver,
in the name and on behalf of the corporation, any and all deeds, bonds,
mortgages, contracts, and other obligations or instruments. Such authority may
be general or confined to specific instances.
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3. Inspection of Books and Records. Any stockholder of record, upon making
written demand under oath stating the purpose of the demand, shall have the
right to inspect during normal business hours the corporation's stock ledger,
its list of stockholders and its other books and records, and to make copies of
the same, for any purpose reasonably related to such person's interest as a
stockholder.
4. Seal. The corporation may adopt a seal, which shall be in a form
approved by the board of directors.
5. Fiscal Year. The fiscal year of the corporation shall be the calendar
year, or otherwise as fixed by resolution of the board of directors.
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