Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Hanover Compressor Company 90 504K
2: EX-2.1 Agreement and Plan of Merger Dated 10/13/95 83 321K
3: EX-3.1 Amended & Restated Certificate of Inc. of Hanover 5 22K
4: EX-3.2 Form of Amended & Restated By-Laws of Hanover 11 41K
5: EX-3.3 Certificate of Amend. of Certificate of Incorp. 2 15K
6: EX-4.1 3rd Amended & Restated Registration Agrmt. 12/5/95 21 74K
14: EX-4.10 Form of Warrant Agreement 19 73K
7: EX-4.3 Stockholders Agreement Dated 1/27/95 21 71K
8: EX-4.4 Amended & Restated Stockholders Agreement 8/7/95 22 91K
9: EX-4.5 Form of Letter Agreement to the Stockholders Agmt. 2 15K
10: EX-4.6 Stockholders Agreement as of 8/7/95 16 70K
11: EX-4.7 Stockholders Agreement as of 12/5/95 18 73K
12: EX-4.8 Pledge Agreement 12/19/95 by Hanover Acquisition 13 47K
13: EX-4.9 2nd Amended & Restated Pledge Agreement 12/19/95 15 55K
15: EX-10.1 2nd Amended & Restated Credit Agreement 12/19/95 114 399K
24: EX-10.10 Hanover Compressor Co. 1996 Employee Stock Options 18 48K
25: EX-10.11 Oem Sales & Purchase Agreement 7 21K
26: EX-10.12 Distribution Agreement 2/23/95 10 46K
27: EX-10.13 Exclusive Distribution Agreement Dated 2/23/95 11 43K
28: EX-10.14 Lease Agreement With Option to Purchase 2/24/95 10 40K
29: EX-10.15 Lease Agreement 12/4/90 W/Hanover & Ricardo Guerra 19 60K
30: EX-10.16 Lease Agreement 3/31/95 W/Hanover & Smith Ind.,Inc 21 73K
31: EX-10.17 Lease Agreement With Option to Purchase 5/8/93 21 65K
32: EX-10.18 Indemnification Agreement Dated 12/5/95 6 28K
33: EX-10.19 Put Agreement Dated 12/5/95 2 15K
16: EX-10.2 Loan Agreement 12/19/95 90 350K
34: EX-10.20 Exchange & Subordinated Loan Agreement 12/23/96 19 49K
17: EX-10.3 Management Fee Letter 11/14/95 6 30K
18: EX-10.4 Hanover Compressor Co. Senior Executive Stock Plan 19 48K
19: EX-10.5 1993 Hanover Compressor Co. Management Stock Plan 18 47K
20: EX-10.6 Hanover Compressor Co. Incentive Option Plan 16 43K
21: EX-10.7 Amend.& Restatement of the Incentive Option Plan 17 42K
22: EX-10.8 Hanover Compressor Co. 1995 Employee Stock Option 18 48K
23: EX-10.9 Hanover Compressor Co. 1995 Management Stock Plan 18 48K
35: EX-11.1 Statement Re Computation of Earnings Per Share 2± 14K
36: EX-23.1 Consent of Price Waterhouse LLP 1 11K
37: EX-23.2 Consent of Arthur Andersen LLP 1 11K
38: EX-27 Financial Data Schedule 1 14K
EX-3.1 — Amended & Restated Certificate of Inc. of Hanover
| EX-3.1 | 1st Page of 5 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
HANOVER COMPRESSOR COMPANY
It is hereby certified that:
1. The name of the corporation (the "corporation") is Hanover
Compressor Company.
2. The corporation filed its original Certificate of
Incorporation with the Secretary of State of the State of Delaware on October
17, 1990.
3. Pursuant to this Certificate, the Certificate of Incorporation
of the corporation is to be amended and restated in its entirety to read as
follows:
FIRST: The name of the corporation (hereinafter the "corporation")
is:
HANOVER COMPRESSOR COMPANY.
SECOND: The Registered Office of the corporation is to be located at
1209 Orange Street, in the City of Wilmington, in the County of New Castle, in
the State of Delaware, 19801. 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 corporations may be organized under the General
Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the corporation
shall have authority to issue, itemized by class, series and par value, is:
[Enlarge/Download Table]
==============================================================================================
Number of
Par Value Shares
Class Series Per Share Authorized
----- ------ --------- ----------
----------------------------------------------------------------------------------------------
Common Undesignated $.001 500,000
----------------------------------------------------------------------------------------------
Preferred Undesignated $.01 200,000
==============================================================================================
FIFTH: The Board of Directors is authorized to provide from time to
time for the issuance of shares of preferred stock of the corporation (the
"Preferred Stock") and to fix from time to time, before issuance, the
designation, preferences and privileges of the
shares of Preferred Stock and the restrictions or qualifications thereof,
including, without limiting the generality of the foregoing, the following:
(a) The serial designation and authorized number of shares;
(b) The dividend rate, the date or dates on which such dividends
will be payable and the extent to which such dividends may be
cumulative;
(c) The amount or amounts to be received by the holders thereof in
the event of voluntary or involuntary dissolution or
liquidation of the corporation;
(d) Whether such shares may be redeemed, and if so, the price or
prices at which the shares may be redeemed and any terms,
conditions and limitations upon such redemption;
(e) Any sinking fund provisions for redemption or purchase of such
shares;
(f) The terms and conditions, if any, on which shares may be
converted, at the election of the holders thereof, into shares
of other capital stock or of other series of Preferred Stock
of the corporation; and
(g) The voting rights, if any.
The Board of Directors may also from time to time:
(h) Alter, without limitation or restriction, the rights,
preferences, privileges and restrictions granted to or imposed
upon any wholly unissued series of Preferred Stock; and
(i) Within the limits or restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the
number of shares constituting any series, increase or decrease
(but not below the number of shares then outstanding) the
number of shares of any such series subsequent to the issuance
of shares of that series.
Each series of Preferred Stock may, in preference to the common stock
of the corporation, be entitled to dividends from funds or other assets legally
available therefor, at such rates, payable at such times and cumulative to such
extent as may be determined and fixed by the Board of Directors pursuant to the
authority herein conferred upon it.
Each series of Preferred Stock may be subject to redemption in whole
or in part at such price or prices and on such terms,
2
conditions and limitations as may be determined and fixed by the Board of
Directors prior to the issuance of such series. Unless otherwise determined by
the Board of Directors by authorizing resolution, if less than all of the
shares of any series of the Preferred Stock are to be redeemed, they will be
redeemed pro rata in accordance with the then holders interests in the
Preferred Stock being redeemed. Nothing herein contained is to limit any right
of the corporation to purchase or otherwise acquire any shares of any series of
Preferred Stock. Any shares of Preferred Stock redeemed or otherwise acquired
by the corporation will have the status of authorized and unissued shares,
undesignated as to series, and may thereafter, in the discretion of the Board
of Directors and to the extent permitted by law, be sold or reissued from time
to time as part of another series or (unless prohibited by the terms of such
series as fixed by the Board of Directors) of the same series, subject to the
terms and conditions herein set forth.
SIXTH: The Board of Directors and/or the stockholders of the
corporation are expressly empowered to make, alter, amend or repeal the By-Laws
of the corporation in the manner to be determined by the terms of the By-Laws
then in existence.
SEVENTH: The corporation shall have perpetual existence.
EIGHTH: The corporation shall indemnify all officers and directors
of the corporation, and advance expenses reasonably incurred by such officers
and directors in defending any civil, criminal, administrative or investigative
action, suit or proceeding, in accordance with and to the fullest extent
permitted by Section 145 of the General Corporation Law of Delaware, as amended
from time to time.
NINTH: Whenever a compromise or arrangement is proposed between the
corporation and its creditors or any class of them and/or between the
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 the corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the 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 the 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 the 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 (3/4) in value of the creditors
or class of creditors, and/or of the stockholders or class of stockholders of
the corporation, as the case may be, agree to any compromise or arrangement and
to any reorganization of the corporation as consequence of such compromise
3
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 class of creditors, and/or on all the
stockholders or class of stockholders of the corporation, as the case may be,
and also on the corporation.
TENTH: To the fullest extent permitted by the General Corporation
Law of Delaware, as amended from time to time, a director of the corporation
shall not be liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director.
4. The aforesaid amendment and restatement of the Certificate of
Incorporation of the corporation was duly adopted in accordance with the
provisions of Section 245 of the General Corporation Law of Delaware.
IN WITNESS WHEREOF, the undersigned, being a duly authorized officer
of the corporation, for the purpose of amending and restating the Certificate
of Incorporation of the corporation in its entirety, does hereby make this
Certificate, declaring that the facts herein stated are true, and accordingly
has hereunto set his hand this 3rd day of August, 1995.
/s/ Curtis Bedrich
---------------------------
Curtis Bedrich
Treasurer
ATTEST:
/s/ Jeri Howell
--------------------
Jeri Howell
Assistant Secretary
4
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
On this __ day of ________________, 1995, personally appeared before
me, a Notary Public in and for the State and County aforesaid, Curtis Bedrich,
known to me to be the person described in and who executed the foregoing
Amended and Restated Certificate of Incorporation, and who acknowledged to me
that he executed the same freely and voluntarily and for the uses and purposes
therein mentioned.
WITNESS my hand and official seal, the day and year first above
written.
___________________________ Notary
Public
(Notarial Seal)
5
↑Top
Filing Submission 0000950129-97-001512 – 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, 12:32:27.1pm ET 