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-3.2 — Amended & Restated Bylaws/ Doe Run
| EX-3.2 | 1st Page of 9 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
Exhibit 3.2
AMENDED AND RESTATED BY-LAWS
OF
THE DOE RUN RESOURCES CORPORATION
(a New York corporation)
ARTICLE I
OFFICES
Section 1.01 Registered and Principal Executive Offices
The registered office in the State of New York and the principal
executive office of the Corporation shall be located in the City of New York,
County of New York.
Section 1.02 Other Offices
The Corporation may also have offices at such other places within
and without the State of New York as the Board of Directors (the "Board") may
from time to time determine or the business of the Corporation may require. (BCL
102(a)(10))
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 2.01 Annual Meeting
The annual meeting of shareholders for the purpose of electing
Directors and for the transaction of such other business as may be brought
before the meeting shall be held at the principal executive office of the
Corporation at 9:30 o'clock a.m. on the second Monday in March of each year (or
if such day is a legal holiday, then on the next business day following) or at
such other time and on such other day or at such other place within or without
the State of New York as may be fixed in writing, or by vote, by the Board. (BCL
602(a) & (b))
Section 2.02 Special Meetings
Special meetings of the shareholders shall be held at the principal
executive office of the Corporation (or at such other place within or without
the State of New York as may be fixed in the call of the meeting) and may be
called by the Board, by the Chairman of the Board, if any, by the President, or
by the holders of a majority of the outstanding shares of the Corporation
entitled to vote for the election of Directors. (BCL 602(c))
Section 2.03 Notice of Meeting
Written notice of the place, date and hour of each meeting of the
shareholders shall be given to each shareholder entitled to vote at such
meeting, or otherwise entitled by law to notice thereof, not less than 10 or
more than 50 days before the meeting. Notice of any
special meeting shall also state the purposes for which the meeting is called
and shall indicate that the notice is being issued by or at the direction of the
person or persons calling the meeting. A copy of the notice of any meeting of
shareholders shall be mailed to each shareholder entitled to vote at such
meeting, directed to him at his address as it appears on the record of
shareholders unless he shall have filed with the Secretary a written request
that notices intended for him be mailed to some other address, in which case it
shall be mailed to the address designated in such request. (BCL 615)
Section 2.04 Written Consent in Lieu of Meeting
Any action required or permitted to be taken by vote of the
shareholders may be taken without a meeting if all the holders of record of
outstanding shares who would have been entitled to vote upon the action if such
meeting were held shall consent in writing to the specific corporate action
being taken and such written consent is filed in the minute book of the
Corporation. (BCL 615)
ARTICLE III
DIRECTORS
Section 3.01 Powers
The Board shall have the general control and management of the
property and business of the Corporation. (BCL 701)
Section 3.02 Number and Qualification
The number of Directors of the Corporation shall be one or as fixed
from time to time by amendment of this Section 3.02 duly adopted by the
shareholders. Each Director shall be at least 18 years of age but need not be a
resident of the State of New York or a shareholder of the Corporation. (BCL 701
& 702)
Section 3.03 Election and Term of Office
The Directors, other than the first Board, shall be elected at the
annual meeting of shareholders. Each Director (whether elected at an annual
meeting, or to fill a vacancy or newly created directorship or otherwise) shall
serve until the next annual meeting of shareholders and until his successor has
been duly elected and qualified, or until his prior resignation, death or
removal. The first Board shall hold office until the first annual meeting of
shareholders. (BCL 614(a), 701, 702 & 703)
Section 3.04 Resignation
Any Director may resign at any time by giving written notice to the
Board. Such resignation shall take effect at the time specified therein or, if
not so specified, upon receipt thereof by the Board.
2
Section 3.05 Removal
Any or all of the Directors may be removed, with or without cause,
at any time, by the shareholders at a special meeting called for that purpose,
unless otherwise prescribed by law or by the Certificate of Incorporation.
Any Director may be removed for cause by action of the Board at a
special meeting called for that purpose, unless otherwise prescribed by law or
by the Certificate of Incorporation. (BCL 706)
Section 3.06 Vacancies
Newly created directorships resulting from an increase in the number
of Directors and all vacancies occurring in the Board, including vacancies
caused by removal with or without cause, shall be filled, subject to action of
the shareholders with respect to vacancies caused by removal described
hereinafter, by the affirmative vote of a majority of the remaining Directors,
though less than a quorum of the Board. If death, resignation or removal of a
Director or Directors results in there being no remaining Directors or if the
remaining Directors are unable to fill a vacancy or vacancies by majority vote,
the vacancies shall be filled by election at a special meeting of the
shareholders called for that purpose.
Notwithstanding any other provision of this Section 3.06, any
vacancy in the Board resulting from removal with or without cause by the
shareholders at a special meeting called for that purpose may be filled at such
meeting by the shareholders, provided that, in the event the shareholders do not
fill such vacancy, it shall be filled by the Board as provided in this Section
3.06. (BCL 705)
Section 3.07 Annual and Regular Meetings
An annual meeting of the Board for the election of officers and
committees and for the transaction of any other business shall be held
immediately following the annual meeting of shareholders.
Regular meetings of the Board may be held without notice at such
times and places as may be fixed by the Board. (BCL 710 & 711)
Section 3.08 Special Meetings
Special meetings of the Board shall be held whenever called at the
direction of the Chairman of the Board, if any, or the President or any three of
the Directors. Notice of the time and place of each special meeting of the Board
shall be given to each Director, at least twenty-four hours prior to the date of
such meeting, personally or by telegram, cable or telephone. (BCL 710 & 711)
3
Section 3.09 Presiding Officer
At all meetings of the Board, the Chairman of the Board, if any, or,
in his absence, the President or, in his absence, a chairman chosen by the
Board, shall preside.
Section 3.10 Meeting by Conference Call
At any meeting of the Board or any committee of the Board, any one
or more of the members thereof may participate in such meeting by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at such meeting. (BCL 708 (c))
Section 3.11 Written Consent in Lieu of Meeting
Any action required or permitted to be taken by the Board or any
committee of the Board may be taken without a meeting if a written consent to
such action is signed by all the Directors or members of such committee, as the
case may be, and such written consent is filed with the minutes of the Board of
such committee. (BCL 708 (b))
Section 3.12 Board Committees
The Board, by resolution adopted by a majority of its members, may
designate, from among its members, committees of the Board, each consisting of
three or more Directors. Each such committee shall serve at the pleasure of the
Board and each member of such committee shall hold office until the next annual
meeting of the Board or until he shall cease to be a Director, or until his
death, resignation or removal, or until the Board shall dissolve the committee.
Each such committee shall have all the authority of the Board to the extent
provided in the resolution designating it, except that no such committee shall
have the authority as to the matters enumerated in Section 712(a) of the New
York Business Corporation Law as from time to time amended and as otherwise
required by law. Any member of any such committee may be removed at any time,
with or without cause, by the vote of a majority of the entire Board at any
regular or special meeting of the Board. Vacancies in the membership of a
committee shall be filled by the Board at a regular or special meeting of the
Board by the vote of a majority of the entire Board. One or more Directors may
be designated by a majority vote of the entire Board to serve as alternate
members of any such committee who may replace any absent member or members of
any such committee. Each such committee shall keep regular minutes of its
proceedings and report the same to the Board. Any such committee may adopt any
rules or regulations as to the frequency, calling, notice, adjournment or
conduct of its meetings as are not inconsistent with law, the Certificate of
Incorporation, these By-Laws or any resolution duly adopted by the Board. (BCL
712)
Section 3.13 Other Committees
The Board may from time to time appoint other committees which shall
have such membership and such authority and duties as provided in the resolution
designating it,
4
except as otherwise required by law. Any such committee may elect its own
chairman and other officers and may adopt any rules or regulations as to the
frequency, calling, notice, adjournment or conduct of its meetings as are not
inconsistent with law, the Certificate of Incorporation, these By-Laws or any
resolution duly adopted by the Board. Each such committee shall serve at the
pleasure of the Board and each member of such committee shall serve until the
next annual meeting of the Board or until he shall cease to be a committee
member, or until his death, resignation or removal, or until the Board shall
dissolve the committee.
Section 3.14 Quorum and Voting
A majority of the entire Board or of the members of any committee of
the Board shall constitute a quorum for the transaction of business at any
meeting of the Board or of any committee of the Board, respectively, unless
otherwise provided by law or the Certificate of Incorporation or these By-Laws,
but if a quorum be not present, a majority of the members present may from time
to time adjourn any such meeting until a quorum shall be present, and the
meeting may be held as adjourned without further notice. If a quorum be present
at any meeting, the vote of a majority of the Directors, or members of the
committee, as the case may be, present shall constitute the act of the Board or
committee, except as otherwise provided by law or the Certificate of
Incorporation or these By-Laws. (BCL 707, 708 & 711 (d))
Section 3.15 Compensation
For attendance at any meeting of the Board of Directors, or of any
committee, every Director, other than a salaried officer of the Corporation or
an affiliate of the Corporation, shall receive such compensation as may be fixed
by the Board. (BCL 202(a) (10), 713)
ARTICLE IV
OFFICERS
Section 4.01 Officers
The officers of the Corporation shall be a President, one or more
Vice Presidents, a Secretary and a Treasurer, all of whom shall be elected
annually by the Board at its annual meeting, and each such officer shall hold
office until the next annual meeting of the Board and until his successor has
been duly elected and qualified, or until his prior resignation, death or
removal. The Board may from time to time also elect a Chairman of the Board, an
Executive Vice President, a General Counsel and other officers, and such
officers shall serve at the pleasure of the Board. The Board shall at the annual
election of officers designate either the Chairman of the Board, if any, or the
President as chief executive officer, but shall be free to change such
designation from time to time at any regular or special meeting called for that
purpose.
5
Section 4.02 Other Officers
The Board of Directors from time to time may elect or appoint (and
may remove) such other officers as it may deem advisable, each of whom shall
have such title, hold office for such period, have such power and perform such
duties as the Board of Directors from time to time may determine. (BCL 715)
Section 4.03 Vacancies
Vacancies among the officers may be filled by the Board of Directors
at any meeting of the Board. (BCL 715 & 716)
Section 4.04 Chairman of the Board
The Chairman of the Board, if any, shall preside at all meetings of
the Board of Directors and at all meetings of shareholders. He shall also have
such other powers and perform such other duties as from time to time may be
assigned to him by, and shall have supervision of such matters as from time to
time may be designated by, the Board of Directors.
Section 4.05 President
The President shall be responsible for the administration and
operations of the Corporation. In the absence or incapacity of the Chairman of
the Board, or if there is no such officer, he shall preside at meetings of the
Board of Directors and at meetings of shareholders and shall exercise all other
powers and duties of the Chairman of the Board. He shall also have such other
powers and perform such other duties as from time to time may be assigned to him
by the Board of Directors.
Section 4.06 Executive Vice President; Other Vice Presidents
The Executive Vice President, if any, shall assist the President in
the administration and operations of the Corporation. He shall also have such
other powers and perform such other duties as from time to time may be assigned
to him by the Board of Directors, the Chairman of the Board, if any, or the
President. In the absence or incapacity of the President, his powers and duties
shall be exercised by the Executive Vice President. Each other Vice President
shall have such powers and perform such duties as from time to time may be
assigned to him by the Board of Directors, the Chairman of the Board, if any,
the President or the Executive Vice President, if any.
Section 4.07 Treasurer
The Treasurer shall have the custody of all funds and securities of
the Corporation. He shall cause all funds of the Corporation to be deposited to
its credit in such bank or banks or depository as the Board of Directors may
designate. He shall cause to be entered regularly, in books of the Corporation
to be kept for the purpose, full and accurate
6
account of all moneys received and paid on account of the Corporation; he shall
at all reasonable times during business hours exhibit the books and accounts to
any Director of the Corporation. He shall perform all acts incident to the
office of Treasurer and such other acts and duties as the Board of Directors,
the Chairman of the Board, if any, the President, or the Executive Vice
President, if any, may from time to time designate.
He shall give a bond for the faithful discharge of his duties in
such sums as the Board of Directors may require.
Section 4.08 Secretary
The Secretary shall keep the minutes of all meetings of the Board of
Directors, and the minutes of all meetings of the shareholders; he shall attend
to the giving and serving of all notices of the Corporation. He shall generally
perform all the duties incident to the office of the Secretary; and shall do and
perform such other acts and duties as the Board of Directors, the Chairman of
the Board, if any, the President, or the Executive Vice President, if any, may
from time to time designate.
Section 4.09 General Counsel
The General Counsel, if any, shall be the chief legal officer of the
Corporation and shall coordinate all legal matters relating to the Corporation.
He shall also have such other powers and perform such other duties as the Board
of Directors, the Chairman of the Board, if any, the President, or the Executive
Vice President, if any, may from time to time designate.
ARTICLE V
INDEMNIFICATION
Section 5.01 Actions by or in the Right of the Corporation
The Corporation shall indemnify any person, made a party to an
action by or in the right of the Corporation to procure a judgment in its favor,
by reason of the fact that he, his testator or intestate, is or was a Director
or officer of the Corporation, against the reasonable expenses, including
attorneys' fees, actually and necessarily incurred by him in connection with the
defense of such action, or in connection with an appeal therein, except in
relation to matters as to which such Director or officer is adjudged to have
breached his duty to the Corporation under Sections 715(h) or 717 of the New
York Business Corporation Law as from time to time amended. The indemnification
authorized under the foregoing sentence shall in no case include (a) amounts
paid in settling or otherwise disposing of a threatened action or a pending
action with or without court approval, or (b) expenses incurred in defending a
threatened action or a pending action which is settled or otherwise disposed of
without court approval. (BCL 722)
7
Section 5.02 All Other Actions
The Corporation shall indemnify any person, made, or threatened to
be made, a party to an action or proceeding other than one by or in the right of
the Corporation to procure a judgment in its favor, whether civil or criminal,
including an action by or in the right of any other corporation of any type or
kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, which any director or officer of the
Corporation served in any capacity at the request of the Corporation, by reason
of the fact that he, his testator or intestate, was a Director or officer of the
Corporation, or served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees, actually and necessarily incurred as a result of such action or
proceeding, or any appeal therein, if such Director or officer acted, in good
faith, for a purpose which he reasonably believed to be in or, in the case of
service for any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the Corporation and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful. The termination of
any such civil or criminal action or proceeding by judgment, settlement,
conviction or upon a plea of nolo contendere, or its equivalent, shall not in
itself create a presumption that any such Director or officer did not act, in
good faith for a purpose which he reasonably believed to be in, or in the case
of service for any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the Corporation or that he had reasonable cause to believe that his conduct was
unlawful.
For the purpose of this Section 5.02, the Corporation shall be
deemed to have requested a person to serve an employee benefit plan where the
performance by such person of his duties to the Corporation also imposes duties
on, or otherwise involves services by, such person to the plan or participants
or beneficiaries of the plan; excise taxes assessed on a person with respect to
an employee benefit plan pursuant to applicable law shall be considered fines;
and action taken or omitted by a person with respect to an employee benefit plan
in the performance of such person's duties for a purpose reasonably believed by
such person to be in the interest of the participants and beneficiaries of the
plan shall be deemed to be for a purpose which is not opposed to the best
interests of the Corporation. (BCL 723)
Section 5.03 Payment of Indemnification
A person who has been wholly successful, on the merits or otherwise,
in the defense of a civil or criminal action or proceeding of the character
described in Section 5.01 or 5.02 of this Article shall be entitled to
indemnification as authorized in such sections. Except as provided in the
foregoing sentence, any indemnification under Sections 5.01 or 5.02 of this
Article unless ordered by a court under Section 725 of the New York Business
Corporation Law, as from time to time amended, shall be made by the Corporation
only if authorized in the specific case: (1) by the Board acting by a quorum
consisting of Directors who are not parties to such action or proceeding upon a
finding that the Director or officer has met the standard of conduct set forth
in Sections 5.01 or 5.02 of this Article, as the case may be, or
8
(2) if a quorum under the foregoing clause (1) is not obtainable with due
diligence, (a) by the Board upon the opinion in writing of independent legal
counsel that indemnification is proper in the circumstances because the
applicable standard of conduct set forth in such Sections 5.01 or 5.02 of this
Article has been met by such Director or officer, or (b) by the shareholders
upon a finding that the Director or officer has met the applicable standard of
conduct set forth in Sections 5.01 or 5.02 of this Article has been met by such
Director or officer, or (b) by the shareholders upon a finding that the Director
or officer has met the applicable standard of conduct set forth in Sections 5.01
or 5.02 of this Article. Expenses incurred in defending a civil or criminal
action or proceeding may be paid by the Corporation in advance of the final
disposition of such action or proceeding if authorized under the immediately
preceding sentence of this Section 5.03 and under Section 724 of the New York
Business Corporation Law as from time to time amended. (BCL 724)
Section 5.04 Other Indemnification Provisions
The other and further provisions affecting indemnification of
Directors and officers which are set forth in Section 726 of the New York
Business Corporation Law, as from time to time amended, shall be applicable to
the foregoing sections of this Article.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Corporation shall end on the 31st day of
October of each calendar year.
ARTICLE VII
EXECUTION OF INSTRUMENTS
Subject to any limitation contained in the Certificate of
Incorporation or in these By-Laws, the Chairman of the Board, if any, the
President, any Executive Vice President or any Vice President may enter into any
contract or execute and deliver any instrument in the name and on behalf of the
Corporation. The Board of Directors may authorize any other officer or agent to
enter into any contract or execute and deliver any instrument in the name and on
behalf of the Corporation. Any such authorization may be general or confined to
specific instances. (BCL 715 (g))
ARTICLE VIII
AMENDMENTS
These By-Laws may be amended and restated or repealed, and further
By-Laws may be adopted, by and only by the shareholders at any annual meeting or
special meeting called for that purpose.
9
↑Top
Filing Submission 0001047469-98-018990 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 25, 8:17:52.1am ET 