Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 99 560K
2: EX-3.1 Certificate of Incorporation 8 30K
3: EX-3.2 Bylaws 14 55K
4: EX-10.1 Reorganization Agreement 21 93K
13: EX-10.10 Gas Treating and Processing Agreement 48 131K
14: EX-10.11 Gas Gathering, Treating and Processing Agreement 36 99K
15: EX-10.12 Gas Gathering, Treating and Processing Agreement 32 104K
16: EX-10.13 Products Exchange Agreements 3 20K
17: EX-10.14 Gas Processing and Treating Agreement 11 44K
18: EX-10.15 Processing Agreement 30 66K
19: EX-10.16 Natural Gas Liquids Purchase Agreement 7 31K
20: EX-10.17 Purchase and Demolition Agreement 25 52K
21: EX-10.18 Purchase and Demolition Agreement 25 53K
22: EX-10.19 Agreement to Design and Construct New Facilities 21 43K
5: EX-10.2 Modification Agreement 6 34K
23: EX-10.20 Sales Acknowledgement 3 18K
24: EX-10.21 Loan Agreement Dated November 20, 1992 202 752K
25: EX-10.23 Natural Gas Liquids Purchase Agree. (Boldman) 14 46K
26: EX-10.25 1996 Incentive Compensation Plan 5 23K
27: EX-10.26 1996 Stock Incentive Plan of Registrant 13 52K
28: EX-10.27 1996 Nonemployee Director Stock Option Plan 9 40K
29: EX-10.28 Form of Non-Compete With J.M. Fox & Markwest 1 10K
6: EX-10.3 Amended and Restated Mortgage 41 166K
7: EX-10.4 Secured Guaranty, Dated May 2, 1996 23 62K
8: EX-10.5 Security Agreement, Dated May 2, 1996 23 78K
9: EX-10.6 Pledge Agreement, Dated May 2, 1996 21 70K
10: EX-10.7 Participation, Ownership and Operating Agreement 83 290K
11: EX-10.8 Second Amended and Restated Agreement 10 45K
12: EX-10.9 Subordination Agreement 13 47K
30: EX-11 Computation of Per Share Earnings 1 9K
31: EX-23.1 Consent of Price Waterhouse LLP 1 9K
32: EX-23.2 Consent of Bdo Seidman, LLP 1 10K
EX-3.1 — Certificate of Incorporation
| EX-3.1 | 1st Page of 8 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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CERTIFICATE OF INCORPORATION
OF
MARKWEST HYDROCARBON, INC.
To form a corporation pursuant to the Delaware General Corporation Law, the
undersigned hereby certifies as follows:
ARTICLE I
---------
The name of the corporation (the "Corporation") is "MarkWest Hydrocarbon,
Inc."
ARTICLE II
----------
The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE III
-----------
The nature of the business and purposes to be conducted or promoted by the
Corporation is to engage in any lawful act or activity for which corporations
may be organized under the Delaware General Corporation Law.
ARTICLE IV
----------
The name and mailing address of the incorporator is as follows:
Gregory A. Piel
Dorsey & Whitney LLP
Suite 4400
370 Seventeenth Street
Denver, Colorado 80202
ARTICLE V
---------
The total number of shares of capital stock which the Corporation is
authorized to issue shall be twenty-five million (25,000,000) shares, consisting
of twenty million (20,000,000) shares of common stock, par value $0.01 per share
("Common Stock"), and five million (5,000,000) shares of preferred stock, par
value $0.01 per share ("Preferred Stock").
The relative powers, preferences and rights together with the
qualifications and limitations and restrictions of the Common Stock and the
Preferred Stock are as follows:
================================================================================
1. COMMON STOCK
(a) Dividends and Distributions. Subject to the preferences and other
---------------------------
rights of the Preferred Stock, the holders of Common Stock shall be entitled to
receive their pro rata shares, based upon the number of shares of Common Stock
held by them, of such dividends or other distributions as may be declared by the
board of directors from time to time, when and as declared by the board of
directors, out of funds legally available therefor.
(b) Liquidation. In the event of any liquidation, dissolution or winding
-----------
up of the affairs of the Corporation, voluntary or involuntary, after payment or
provision for payment to the holders of Preferred Stock of the amounts to which
they may be entitled, the remaining assets of the Corporation available to
stockholders shall be distributed equally per share to the holders of common
Stock.
(c) Voting Rights. Each holder of Common Stock shall be entitled to one
-------------
vote in respect of each share of Common Stock held of record on all matters
submitted to a vote of stockholders. Holders of Common Stock shall not be
entitled to cumulate their votes in the election of directors and shall not be
entitled to any preemptive rights to acquire shares of any class or series of
capital stock of the Corporation.
2. UNDESIGNATED PREFERRED STOCK
The board of directors of the Corporation is hereby authorized to provide,
by resolution or resolutions adopted by such board, for the issuance of
Preferred Stock from time to time in one or more classes and/or series, to
establish the number of shares of each such class or series, and to fix the
powers, designations, preferences and relative, participating, optional or
other rights, if any, and the qualifications, limitations or restrictions
thereof, if any, of the shares of each such class or series, all to the full
extent permitted by the Delaware General Corporation Law, Sections 102(a)(4) and
151, or any successor provisions. Without limiting the generality of the
foregoing, the board of directors is authorized to provide that shares of a
class or series of Preferred Stock:
(1) are entitled to cumulative, partially cumulative or noncumulative
dividends or other distributions payable in cash, capital stock or
indebtedness of the Corporation or other property, at such times and in
such amounts as are set forth in the board resolutions establishing such
class or series or as are determined in a manner specified in such
resolutions;
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(2) are entitled to a preference with respect to payment of dividends over
one or more other classes and/or series of capital stock of the Corporation;
(3) are entitled to a preference with respect to any distribution of
assets of the Corporation upon its liquidation, dissolution or winding up over
one or more other classes and/or series of capital stock of the Corporation in
such amount as is set forth in the board resolutions establishing such class or
series or as is determined in a manner specified in such resolutions;
(4) are redeemable or exchangeable at the option of the Corporation and/or
on a mandatory basis for cash, capital stock or indebtedness of the Corporation
or other property, at such times or upon the occurrence of such events, and at
such prices, as are set forth in the board resolutions establishing such class
or series or as are determined in a manner specified in such resolutions;
(5) are entitled to the benefits of such sinking fund, if any, as is
required to be established by the Corporation for the redemption and/or purchase
of such shares by the board resolutions establishing such class or series;
(6) are convertible at the option of the holders thereof into shares of
any other class or series of capital stock of the Corporation, at such times or
upon the occurrence of such events, and upon such terms, as are set forth in the
board resolutions establishing such class or series or as are determined in a
manner specified in such resolutions;
(7) are exchangeable at the option of the holders thereof for cash,
capital stock or indebtedness of the Corporation or other property, at such
times or upon the occurrence of such events, and at such prices, as are set
forth in the board resolutions establishing such class or series or as are
determined in a manner specified in such resolutions;
(8) are entitled to such voting rights, if any, as are specified in the
board resolutions establishing such class or series (including, without limiting
the generality of the foregoing, the right to elect one or more directors voting
alone as a single class or series or together with one or more other classes
and/or series of Preferred Stock, if so specified by such board resolutions) at
all times or upon the occurrence of specified events; and
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(9) are subject to restrictions on the issuance of additional
shares of Preferred Stock of such class or series or of any other class
or series, or on the reissuance of shares of Preferred Stock of such
class or series or of any other class or series, or on increases or
decreases in the number of authorized shares of Preferred Dtock of such
class or series or of any other class or series.
Without limiting the generality of the foregoing authorizations, any of
the voting powers, designations, preferences, rights and qualifications,
limitations or restrictions of a class or series of Preferred Stock may be made
dependent upon facts ascertainable outside the board resolutions establishing
such class or series, all to the full extent permitted by the Delaware General
Corporation Law. Unless otherwise specified in the board resolutions
establishing a class or series of Preferred Stock, holders of a class or series
of Preferred Stock shall not be entitled to cumulate their votes in any election
of directors in which they are entitled to vote and shall not be entitled to any
preemptive rights to acquire shares of any class or series of capital stock of
the Corporation.
ARTICLE VI
----------
The Corporation is to have perpetual existence.
ARTICLE VII
-----------
In furtherance and not in limitation of the powers conferred by statute,
the by-laws of the Corporation may be made, altered, amended or repealed by the
holders of at least a majority of the shares entitled to vote on the proposed
action or by the majority vote of the board of directors.
ARTICLE VIII
------------
Elections of directors need not be by written ballot.
ARTICLE IX
----------
(a) The Corporation shall indemnify to the fullest extent permitted
under and in accordance with the laws of the State of Delaware any person who is
or was a party or is threatened to be made a party to any threatened, pending or
completed 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 or in
any other capacity with another corporation, partnership,joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and
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reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.
(b) Expenses incurred in defending a civil or criminal action, suit or
proceeding shall (in the case of any action, suit or proceeding against a
director of the Corporation) or may (in the case of any action, suit or
proceeding against an officer, trustee, employee, or agent) be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the board of directors upon receipt of an
undertaking by or on behalf of the indemnified person to repay such amount if it
shall ultimately be determined that he or she is not entitled to be indemnified
by the Corporation as authorized in this Article.
(c) The indemnification and other rights set forth in this paragraph
shall not be exclusive of any provisions with respect thereto in the by-laws or
any other contract or agreement between the Corporation and any officer,
director, employee or agent of the Corporation.
(d) Neither the amendment nor repeal of this Article IX, paragraph (a),
(b) or (c), nor the adoption of any provision of this Certificate of
Incorporation inconsistent with Article IX, paragraph (a), (b) or (c), shall
eliminate or reduce the effect of this Article IX, paragraphs (a), (b) and (c),
in respect of any matter occurring before such amendment, repeal or adoption of
an inconsistent provision or in respect of any cause of action, suit or claim
relating to any such matter which would have given rise to a right of
indemnification or right to receive expenses pursuant to this Article IX,
paragraph (a), (b) or (c), if such provision had not been so amended or repealed
or if a provision inconsistent therewith had not been so adopted.
(e) The Corporation shall have 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 asserted against him or
her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the Corporation would have the power to
indemnify him or her against such liability under this section.
(f) No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect of which such director (i) shall be liable
under Section 174 of the Delaware General Corporation Law or any amendment
thereto or successor
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provision thereto, or (ii) shall be liable by reason that, in addition to any
and all other requirements for liability, he or she:
(1) shall have breached his or her duty of loyalty to the Corporation or its
stockholders;
(2) shall not have acted in good faith or, in failing to act, shall not have
acted in good faith;
(3) shall have acted in a manner involving intentional misconduct or a knowing
violation of law or, in failing to act, shall have acted in a manner
involving intentional misconduct or a knowing violation of law; or
(4) shall have derived an improper personal benefit.
If the Delaware General Corporation Law is amended after June 25, 1996, to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
ARTICLE X
---------
Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof on the application of any
receiver or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing three
fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or classes of creditors, and/or on all stockholders or classes of
stockholders of this Corporation, as the case may be, and also on this
Corporation.
-6-
ARTICLE XI
----------
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws of the Corporation may provide. The books of the
Corporation may be kept (subject to any provision contained in the statutes)
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 by-laws of the Corporation.
ARTICLE XII
-----------
The initial board of directors shall be comprised of:
Name Address
---- -------
John M. Fox 5613 DTC Parkway, Suite 400
Englewood, CO 80111
Brian T. O'Neill 5613 DTC Parkway, Suite 400
Englewood, CO 80111
Arthur J. Denney 5613 DTC Parkway, Suite 400
Englewood, CO 80111
Norman H. Foster 1625 Broadway, Suite 530
Denver, CO 80202
David R. Whitney 22 Waterville Road
Avon, CT 06001
Barry W. Spector 1050 17th Street, Suite 1660
Denver, CO 80202
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ARTICLE XIII
------------
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in any manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
THE UNDERSIGNED, being the incorporator hereinbefore named, for the purposes
of forming a corporation pursuant to the Delaware General Corporation Law makes
this certificate, hereby declaring and certifying that this is his act and deed
and the facts herein stated are true and, accordingly, has hereunto set his hand
this 25th day of June, 1996.
/s/ Gregory A. Piel
------------------------------
Gregory A. Piel
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Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 8/2/96 | | | | | | | None on these Dates |
| | 6/25/96 | | 6 |
| List all Filings |
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