Post-Effective Amendment
Filing Table of Contents
Document/Exhibit Description Pages Size
1: POS AM Slm Holding Corporation Form S-4 194 1.06M
2: EX-3.1A Majority Dir Form of Amend & Restrated Certivicate 4 23K
3: EX-3.2A By-Law of Slm Holding Corporation 12 67K
4: EX-10.9 Lt Agreement Dated May 27, 1997 4 22K
5: EX-23.1 Consent of Ernst & Young 1 7K
6: EX-23.2 Consent of Persons Who Have Agreed to Serve 10 16K
7: EX-27 Financial Data Statement 2± 8K
8: EX-99.3 Proxy Statement Supp. of the Majority Directors 29 158K
EX-3.1A — Majority Dir Form of Amend & Restrated Certivicate
EX-3.1A | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 3.1A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SLM HOLDING CORPORATION
SLM Holding Corporation, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), does hereby certify as
follows:
(1) The name of the Corporation is SLM Holding Corporation.
(2) The name under which the Corporation was originally incorporated
was SLM Holding Corporation, the original Certificate of Incorporation of
the Corporation was filed with the Secretary of State of the State of
Delaware on February 3, 1997 and an Amended and Restated Certificate of
Incorporation was filed with the Secretary of State of the State of
Delaware on May 5, 1997.
(3) This Amended and Restated Certificate of Incorporation was duly
adopted by the Board of Directors of the Corporation and by the sole
stockholder of the Corporation in accordance with the provisions of
Sections 228, 242 and 245 of the General Corporation Law of the State of
Delaware.
(4) This Amended and Restated Certificate of Incorporation restates
and integrates and further amends the Amended and Restated Certificate of
Incorporation of the Corporation filed with the Secretary of State of the
State of Delaware on May 5, 1997.
(5) The text of the Amended and Restated Certificate of Incorporation
of the Corporation filed with the Secretary of State of the State of
Delaware on May 5, 1997 is amended and restated in its entirety, as
follows:
RESTATED CERTIFICATE OF INCORPORATION
OF
SLM HOLDING CORPORATION
FIRST: The name of the Corporation is SLM Holding Corporation (hereinafter
the "Corporation").
SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of its registered agent at that address is The Corporation
Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the
"GCL").
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is Two Hundred Seventy Million (270,000,000) shares of
capital stock, consisting of (i) Two Hundred Fifty Million (250,000,000) shares
of common stock, par value $.20 per share (the "Common Stock"), and (ii) Twenty
Million (20,000,000) shares of preferred stock, par value $.20 per share (the
"Preferred Stock").
a. Common Stock. The powers, preferences and rights, and the
qualifications, limitations and restrictions, of the Common Stock are as
follows:
(1) Voting. Except as otherwise expressly required by law or
provided in this Restated Certificate of Incorporation, and subject to
any voting rights provided to holders of Preferred Stock at any time
outstanding, at each annual or special meeting of stockholders, each
holder of record of shares of Common Stock on the relevant record date
shall be entitled to cast one vote in person or by proxy for each share
of the Common Stock standing in such holder's name on the stock transfer
records of the Corporation.
(2) Dividends. Subject to the rights of the holders of Preferred
Stock, and subject to any other provisions of this Restated Certificate
of Incorporation, as it may be amended from time to time, holders of
shares of Common Stock shall be entitled to receive such dividends and
other distributions in cash, stock or property of the Corporation when,
as and if declared thereon by the Board of Directors from time to time
out of assets or funds of the Corporation legally available therefor.
(3) Liquidation, Dissolution, etc. In the event of any
liquidation, dissolution or winding up (either voluntary or involuntary)
of the Corporation, the holders of shares of Common Stock shall be
entitled to receive the assets and funds of the Corporation available
for distribution after payments to creditors and to the holders of any
Preferred Stock of the Corporation that may at the time be outstanding,
in proportion to the number of shares held by them.
(4) No Preemptive or Subscription Rights. No holder of shares of
Common Stock shall be entitled to preemptive or subscription rights.
b. Preferred Stock. The Board of Directors is hereby expressly
authorized to provide for the issuance of all or any shares of the
Preferred Stock in one or more classes or series, and to fix for each such
class or series such voting powers, full or limited, or no voting powers,
and such designations, preferences and relative, participating, optional or
other special rights and such qualifications, limitations or restrictions
thereof, as shall be stated and expressed in the resolution or resolutions
adopted by the Board of Directors providing for the issuance of such class
or series, including, without limitation, the authority to provide that any
such class or series may be (i) subject to redemption at such time or times
and at such price or prices; (ii) entitled to receive dividends (which may
be cumulative or non-cumulative) at such rates, on such conditions, and at
such times, and payable in preference to, or in such relation to, the
dividends payable on any other class or classes or any other series; (iii)
entitled to such rights upon the dissolution of, or upon any distribution
of the assets of, the Corporation; or (iv) convertible into, or
exchangeable for, shares of any other class or classes of stock, or of any
other series of the same or any other class or classes of stock, of the
Corporation at such price or prices or at such rates of exchange and with
such adjustments; all as may be stated in such resolution or resolutions.
c. Power to Sell and Purchase Shares. Subject to the requirements of
applicable law, the Corporation shall have the power to issue and sell all
or any part of any shares of any class of stock herein or hereafter
authorized to such persons, and for such consideration, as the Board of
Directors shall from time to time, in its discretion, determine, whether or
not greater consideration could be received upon the issue or sale of the
same number of shares of another class, and as otherwise permitted by law.
Subject to the requirements of applicable law, the Corporation shall have
the power to purchase any shares of any class of stock herein or hereafter
authorized from such persons, and for such consideration, as the Board of
Directors shall from time to time, in its discretion, determine, whether or
not less consideration could be paid upon the purchase of the same number
of shares of another class, and as otherwise permitted by law; provided,
however, that unless approved by holders of a majority of the outstanding
capital stock of the Corporation then entitled to vote at an election of
directors, the Corporation shall not take any action that would result in
the acquisition by the Corporation, directly or indirectly, from any person
or "group" (as defined in Section 13(d) of the Securities Exchange Act of
1934, as amended), of five percent or more of the shares of Common Stock
then outstanding, in one or a series of related transactions, at a price in
excess of the prevailing market price of such stock, other than pursuant to
a tender offer made to all holders of Common Stock or to all holders of
less than 100 shares of Common Stock.
d. Limitation on Stockholder Rights Plan. Notwithstanding any other
powers set forth in this Restated Certificate of Incorporation, the Board
of Directors shall not adopt a stockholders "rights plan" (which for this
purpose shall mean any arrangement pursuant to which directly or
indirectly, Common Stock or Preferred Stock purchase rights may be
distributed to stockholders that provide all stockholders, other than
persons who meet certain criteria specified in the arrangement, the right
to purchase the Common Stock or Preferred Stock at less than the prevailing
market price of the Common Stock or Preferred Stock), unless (i) such
rights plan is ratified by the affirmative vote of a majority of the voting
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power of the shares of capital stock of the Corporation then entitled to
vote at an election of directors, (ii) by its terms, such rights plan
expires within thirty-seven (37) months from the date of its adoption,
unless extended by the affirmative vote of a majority of the voting power
of the shares of capital stock of the Corporation then entitled to vote at
an election of directors; and (iii) at any time the rights issued
thereunder will be redeemed by the Corporation upon the affirmative vote of
a majority of the voting power of the shares of capital stock of the
Corporation then entitled to vote at an election of directors.
FIFTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:
(1) The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors.
(2) (a) The number of directors of the Corporation shall initially be
15, and thereafter shall be such number as from time to time is fixed by
resolution of the Board of Directors, provided that the number of directors
shall not be less than nine nor more than 19.
(b) A director shall hold office until the next annual meeting of
stockholders of the Corporation and until his or her successor shall be
elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office.
(c) Subject to the terms of any one or more classes or series of
Preferred Stock, any vacancy on the Board of Directors may be filled
only by stockholders of the Corporation at any annual meeting or at a
special meeting called for that purpose. Subject to the rights, if any,
of the holders of shares of Preferred Stock then outstanding, any or all
of the directors of the Corporation may be removed from office at any
time only by the affirmative vote of the holders of at least a majority
of the voting power of the Corporation's then outstanding capital stock
entitled to vote at an election of directors. Notwithstanding the
foregoing, whenever the holders of any one or more classes or series of
Preferred Stock issued by the Corporation shall have the right, voting
separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling
of vacancies and other features of such directorships shall be governed
by the terms of this Restated Certificate of Incorporation applicable
thereto.
(3) No director shall be personally liable to the Corporation or any
of its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) pursuant to Section 174 of the GCL or (iv) for any
transaction from which the director derived an improper personal benefit.
Any repeal or modification of this Article FIFTH by the stockholders of the
Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or
modification with respect to acts or omissions occurring prior to such
repeal or modification.
(4) In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation, subject, nevertheless, to the
provisions of the GCL, this Restated Certificate of Incorporation, and any
By-Laws adopted by the stockholders; provided, however, that no By-Laws
hereafter adopted by the stockholders shall invalidate any prior act of the
directors which would have been valid if such By-Laws had not been adopted.
SIXTH: Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. In addition to any other rights provided
in the By-Laws, special meetings of stockholders shall be called by the
Secretary of the Corporation at the request in writing of the holders of
one-third of the capital stock of the Corporation issued and outstanding and
then entitled to vote at an election of directors. The books of the Corporation
may be kept (subject to any provision contained in the GCL) 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.
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SEVENTH: No action by stockholders shall be valid unless taken at a duly
constituted meeting pursuant to the terms of the By-Laws of the Corporation.
EIGHTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Restated Certificate of Incorporation, in
the manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation. In furtherance and
not in limitation of the powers conferred upon it by the laws of the State of
Delaware, the Board of Directors shall have the power to adopt, amend, alter or
repeal the Corporation's By-Laws. The affirmative vote of at least a majority of
the entire Board of Directors shall be required to adopt, amend, alter or repeal
the Corporation's By-Laws.
IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation to be executed on its behalf this day of June,
1997.
SLM HOLDING CORPORATION
By:
--------------------------------------
LAWRENCE A. HOUGH
President and Chief Executive Officer
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Dates Referenced Herein
| Referenced-On Page |
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This ‘POS AM’ Filing | | Date | | First | | Last | | | Other Filings |
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Filed on: | | 6/13/97 | | | | | | | None on these Dates |
| | 5/5/97 | | 1 |
| | 2/3/97 | | 1 |
| List all Filings |
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