Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Amendment # 1 to Form S-1 233 1.44M
2: EX-1.1 Purchase Agreement Dated October 22, 1997 42 183K
3: EX-2.1 Share Transfer Agreement Dated April 15, 1996 12 51K
4: EX-2.2 Agreement for the Purchase of Film Assets 9 45K
5: EX-2.3 Agreement and Plan of Merger 40 198K
6: EX-2.4 Stock Purchase Agreement Dated as of June 11, 1997 20 90K
7: EX-2.5 Stock Purchase Agreement Dated as of June 11, 1997 17 80K
8: EX-2.6 Stock Purchase Agreement 17 80K
9: EX-2.7 Amended and Restated Agreement 16 68K
10: EX-3.1 Corrected and Restated Certificate 21 104K
11: EX-3.2 Amended and Restated Bylaws 22 95K
12: EX-4.1 Senior Notes Indenture 167 574K
13: EX-4.2 Senior Discount Notes Indenture 169 585K
14: EX-4.3 Senior Notes Registration Rights Agreement 37 135K
15: EX-4.4 Senior Discount Notes Registration Rights 38 142K
Agreement
16: EX-4.5 Senior Notes Liquidated Damages Agreement 5 28K
17: EX-4.6 Senior Discount Notes Liquidated Damages Agreement 5 28K
18: EX-10.1 Amended & Restated Strategic Stockholders 38 149K
Agreement
25: EX-10.12 Operating Agreement 34 146K
26: EX-10.14 Amendment No. 2 to Operating Agreement 10 45K
27: EX-10.17 Stock Ownership Agreement 11 46K
28: EX-10.18 Amendment No. 1 to Stock Ownership Agreement 5 26K
19: EX-10.2 Employment Assumption Agreement 2 22K
29: EX-10.20 Form of Fox Broadcasting Co. Station Affiliate 11 55K
Agreement
30: EX-10.21 Merchandising Rights Acquisition Agreement 12 55K
31: EX-10.22 Indemnification Agreement 6 30K
32: EX-10.23 Distribution Rights Acquisition Agreement 27 95K
33: EX-10.24 Administration Agreement 2 19K
34: EX-10.25 Registration Agreement 20 74K
35: EX-10.26 Amendment No. 1 to Registration Agreement 4 25K
36: EX-10.27 Contribution and Exchange Agreement 30 144K
37: EX-10.28 Guarantee Dated as of December 22, 1995 9 35K
38: EX-10.29 First Amendment to Lease 6 33K
20: EX-10.3 Employment Assumption Agreement 2 22K
39: EX-10.30 Guaranty of Lease 7 40K
40: EX-10.33 Funding Agreement 10 48K
41: EX-10.34 Guaranty Dated as of June 11, 1997 5 34K
42: EX-10.35 Distribution Agreement Dated August 21, 1992 20 68K
43: EX-10.36 Memorandum of Agreement 10 40K
44: EX-10.38 10960 Wilshire Boulevard Office Lease 93 410K
45: EX-10.39 Production Facility Agreement 14 57K
46: EX-10.40 Letter Agreement Dated as of January 1, 1995 3 26K
47: EX-10.41 Barter Syndication Agreement 2 19K
48: EX-10.42 Letter Agreement Dated as of September 26, 1996 22 84K
49: EX-10.43 First Amendment to the Contribution and Exchange 2 18K
Agreement
50: EX-10.44 Agreement Re Registration Rights 5 23K
51: EX-10.46 Agreement Re Transfer of LLC Interests 3 23K
52: EX-10.48 Subordinated Promissory Note 36 146K
21: EX-10.5 Form of Indemnification Agreement 10 54K
53: EX-10.54 Registration Rights Agreement 18 90K
22: EX-10.6 Employment Agreement 6 38K
23: EX-10.8 Employment Agreement 31 101K
24: EX-10.9 Employment Agreement 25 89K
54: EX-12.1 Ratio of Earnings to Fixed Charges 1 19K
55: EX-21.1 Subsidiaries of the Registrant 3 21K
56: EX-23.2 Consent of Independent Auditors 1 17K
57: EX-23.3 Consent of Independent Auditors 1 15K
58: EX-24.2 Power of Attorney 1 18K
59: EX-25.1 Statement of Eligibility - Bank of New York 10 46K
60: EX-27.1 Article 5 FDS 2 19K
EX-3.2 — Amended and Restated Bylaws
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EXHIBIT 3.2
AMENDED AND RESTATED
BYLAWS
OF
FOX KIDS WORLDWIDE, INC.
A DELAWARE CORPORATION
[Download Table]
ARTICLE I - CORPORATE OFFICES.
Section 1. Registered Office....................................... 1
Section 2. Principal Office........................................ 1
Section 3. Other Offices........................................... 1
ARTICLE II - STOCKHOLDERS MEETINGS.
Section 1. Place of Meeting........................................ 1
Section 2. Annual Meetings......................................... 1
Section 3. Special Meetings........................................ 1
Section 4. Notice of Meetings...................................... 2
Section 5. Quorum.................................................. 3
Section 6. Adjourned Meeting....................................... 3
Section 7. Voting.................................................. 3
Section 8. Proxies................................................. 4
Section 9. Stockholder List........................................ 4
Section 10. Consent of Stockholders in Lieu of Meeting.............. 4
Section 11. Inspectors of Election.................................. 5
Section 12. Record Date............................................. 5
Section 13. Procedures for Meetings................................. 6
Section 14. Opening and Closing of Polls............................ 6
ARTICLE III - BOARD OF DIRECTORS.
Section 1. Powers.................................................. 6
Section 2. Number and Qualification................................ 7
Section 3. Election and Term of Office............................. 7
Section 4. Vacancies............................................... 7
Section 5. Place of Meeting........................................ 8
Section 6. Regular Meetings........................................ 8
Section 7. Special Meetings........................................ 9
Section 8. Meetings by Communication Equipment..................... 9
Section 9. Quorum and Manner of Acting............................. 9
Section 10. Validation of Defectively Called or Noticed Meetings.... 9
Section 11. Action Without Meeting.................................. 9
Section 12. Compensation of Directors...............................10
Section 13. Committees..............................................10
ARTICLE IV - OFFICERS.
Section 1. Officers................................................10
Section 2. Election of Officers....................................10
Section 3. Subordinate Officers....................................10
Section 4. Removal and Resignation of Officers.....................11
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[Download Table]
Section 5. Vacancies in Offices....................................11
Section 6. Chairman of the Board...................................11
Section 7. Chief Executive Officer.................................11
Section 8. Office of the President.................................11
Section 9. Vice Presidents.........................................12
Section 10. Secretary...............................................12
Section 11. Chief Financial Officer.................................12
ARTICLE V - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
AND OTHER AGENTS.
Section 1. Agents, Proceedings and Expenses........................12
Section 2. Actions Other Than By The Company.......................13
Section 3. Actions by the Company..................................13
Section 4. Successful Defense by Agent.............................14
Section 5. Required Approval.......................................14
Section 6. Advance of Expenses.....................................14
Section 7. Contractual Rights......................................14
Section 8. Limitations.............................................14
Section 9. Insurance...............................................14
Section 10. Constituent Corporations................................15
Section 11. Definitions.............................................15
ARTICLE VI - MISCELLANEOUS.
Section 1. Inspection of Books and Records by Stockholders.........15
Section 2. Inspection of Books and Records by Directors............16
Section 3. Checks, Drafts, Evidences of Indebtedness...............16
Section 4. Corporate Contracts and Instruments; How Executed.......16
Section 5. Certificates for Shares.................................16
Section 6. Transfer of Shares......................................16
Section 7. Lost, Stolen or Destroyed Certificates..................17
Section 8. Representation of Shares of Other Companies.............17
Section 9. Construction and Definitions............................17
Section 10. Amendments..............................................17
Section 11. Conformance to the Law..................................17
Section 12. Seal....................................................17
Section 13. Fiscal Year.............................................17
Section 14. Dividends; Surplus......................................17
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AMENDED AND RESTATED
BYLAWS
OF
FOX KIDS WORLDWIDE, INC.
A DELAWARE CORPORATION
ARTICLE I
CORPORATE OFFICES
-----------------
Section 1. Registered Office. The registered office of Fox Kids
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Worldwide, Inc. (the "Company") in the State of Delaware is hereby located at 9
East Loockerman Street, City of Dover, County of Kent, 19901.
Section 2. Principal Office. The principal office of the Company is
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hereby located at 10960 Wilshire Boulevard, Los Angeles, California 90024.
The Board of Directors (herein referred to as the "Board") is hereby granted the
full power and authority, by a resolution of a majority of the directors, to
change the principal office from one location to another. Any such change shall
be noted in these Bylaws opposite this section, and this section may be amended
to state the new location.
Section 3. Other Offices. The Company may establish any additional
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offices, at any place or places, as the Board may designate, or as the business
of the Company shall require.
ARTICLE II
STOCKHOLDERS MEETINGS
---------------------
Section 1. Place of Meeting. Meetings of the Stockholders of the
----------------
Company shall be held at the principal office or at such place, within or
without the State of Delaware, as may from time to time be designated for that
purpose either by the Board or by the written consent of all persons entitled to
vote thereat and not present at the meeting, given either before or after the
meeting and filed with the Secretary of the Company.
Section 2. Annual Meetings. The annual meeting of the Stockholders
---------------
shall be held on such date and at such time designated, from time to time, by
resolution of the Board.
Section 3. Special Meetings. Special meetings of the Stockholders for
----------------
the purpose of taking any action which the Stockholders are permitted to take
under the General Corporation Law of the State of Delaware (herein, as the same
may from time to time be amended, referred to as
the "DGCL") may be called at any time by the Chairman of the Board of Directors,
either President, or by order of the Board of Directors.
Section 4. Notice of Meetings. Except as otherwise provided by
------------------
statute, written or printed notice of each meeting of the Stockholders of the
Company, whether annual or special, shall be given not less than ten nor more
than sixty days prior to the date upon which the meeting is to be held to each
Stockholder entitled to vote at such meeting by leaving such notice with him
personally at, or by transmitting such notice with confirmed delivery (including
telex, telegraph, cable or other form of recorded communication, provided that
delivery of such notice in written form is confirmed in a writing) to, his
residence or usual place of business. If mailed, such notice shall be deemed
delivered when deposited in the United States mail in a sealed envelope
addressed to the Stockholder at his address as it appears on the stock records
of the Company, with postage thereon prepaid. Such notice shall state the
place, date and hour of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called. If a meeting is adjourned
to another time or place, notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the adjournment
is taken and, at the adjourned meeting, such business may be transacted as might
properly have been transacted at the original meeting. If the adjournment is
for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each Stockholder of record entitled to vote at the meeting.
Notice of a Stockholders' meeting or adjournment thereof is waived upon the
occurrence of the following:
(a) A Stockholders' meeting is adjourned and a time and place for
readjournment is announced at the meeting at which the adjournment is taken, and
such date of readjustment is no more than 30 days from the date of adjournment.
(b) Receipt by the Company of a written notice of waiver, signed by the
person entitled to notice before or after the time stated therein.
(c) Attendance by the person entitled to notice and failure of such person
to object to the transaction of any business because the meeting is not lawfully
called or convened.
Whenever notice is required to be given under any statute or the
Certificate of Incorporation or these Bylaws to any Stockholder to whom (a)
notice of two consecutive annual meetings, and all notices of meetings or of the
taking of action by written consent without a meeting to such person during the
period between such two consecutive annual meetings or (b) all, and at least
two, payments (if sent by first class mail) of dividends or interest on
securities during a twelve month period, have been mailed addressed to such
person at his address as shown on the records of the Company and have been
returned undeliverable, the giving of notice to such person shall not be
required. Any action or meeting which shall be taken or held without notice to
such
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person shall have the same force and effect as if such notice had been duly
given. If any such person shall deliver to the Company a written notice setting
forth his then current address, the requirement that notice be given to such
person shall be reinstated. In the event that the action taken by the Company is
such as to require the filing of a certificate under any of the other sections
of the DGCL, the certificate need not state that notice was not given to persons
to whom notice was not required to be given pursuant to this Section 4.
Section 5. Quorum. On all questions, the presence of the holders of a
------
majority of the shares entitled to vote, in person or by proxy, shall constitute
a quorum for the transaction of busi ness at any meeting of the Stockholders.
On all questions, the Stockholders present at a duly called or held meeting at
which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough Stockholders to leave less than a
quorum, if any action taken (other than adjournment) is approved by at least a
majority of the shares required to constitute a quorum.
Section 6. Adjourned Meeting. Any Stockholders' meeting, annual or
-----------------
special, whether or not a quorum is present, may be adjourned by vote of a
majority of the shares present, either in person or by proxy, but in the absence
of a quorum no other business may be transacted at such meeting, except as
expressly provided in Section 5 of this Article.
Section 7. Voting.
------
(a) The Stockholders entitled to notice of any meeting or to vote at such
meeting shall only be persons whose names stand on the stock records of the
Company on the record date determined in accordance with the provisions of
Section 12 of this Article; provided, however, that if no such record date shall
-------- -------
be fixed by the Board, only persons in whose names shares stand on the stock
records of the Company at the close of business on the business day next
preceding the day on which notice of the meeting is given or if such notice is
waived, at the close of business on the business day next preceding the day on
which the meeting of Stockholders is held, shall be entitled to vote at such
meeting, and such day shall be the record date for such meeting.
(b) Voting shall in all cases be subject to the provisions of Sections 217
and 218 of the DGCL (relating to voting of shares held by fiduciaries, or
pledges, held in joint ownership, and voting of shares by voting trusts or in
accordance with other voting agreements).
(c) At each meeting of the Stockholders of the Company, holders of a
majority of the voting power of the Company entitled to vote thereat, present
either in person or by proxy, shall constitute a quorum for the transaction of
business. In the absence of a quorum, the Stockholders of the Company present
in person or by proxy and entitled to vote at the meeting may, by majority vote,
or, in the absence of all Stockholders, any officer entitled to preside or act
as Secretary at such meeting, shall have the power to adjourn the meeting from
time to time until Stockholders holding the requisite amount of stock shall be
present in person or by proxy. At any such
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adjourned meeting at which a quorum may be present, any business may be
transacted which might have been transacted at the meeting as originally called.
(d) Each Stockholder of the Company entitled to vote on such questions
shall be entitled to vote in person or by proxy one vote for each share of Class
A Common Stock and ten votes for each share of Class B Common Stock of the
Company held by such Stockholder. Unless otherwise provided in the Certificate
of Incorporation or by statute, a casting in the affirmative of a majority of
the votes represented and voting at a duly held meeting at which a quorum is
present shall be the act of the Stockholders. Unless demanded by a Stockholder
present in person or by proxy at any meeting and entitled to vote thereat, the
vote on any question need not be by ballot. Upon demand for a vote by ballot
upon any question by any Stockholder present in person or by proxy at any
meeting and entitled to vote thereat, such vote shall be taken by ballot. On
any vote taken by ballot, each ballot shall be signed by the Stockholder voting,
or by his lawful proxy, and shall state the number and kind of shares voted.
Section 8. Proxies. Each Stockholder entitled to vote at a meeting of
-------
Stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period. Any such proxy shall be
delivered to the secretary of such meeting, at or prior to the time designated
in the order of business for so delivering such proxies. A duly elected proxy
shall be irrevocable if it states that it is irrevocable and if, and only so
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Company generally.
Section 9. Stockholder List. The officer who has charge of the stock
----------------
ledger of the Company shall prepare and make, at least ten days before every
meeting of Stockholders, a complete list of the Stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
Stockholder and the number of shares registered in the name of each Stockholder.
Such list shall be open to the examination of any Stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list also shall be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any Stockholder who is
present.
Section 10. Consent of Stockholders in Lieu of Meeting. Any action
------------------------------------------
required to be taken, or that may be taken, at any annual or special meeting of
the Stockholders of the Company, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action to
be taken, shall have been signed by the holders of outstanding stock, eligible
to vote on such action, having not less than the minimum number of votes of
each class
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of stock that would be necessary to authorize or take such action at a meeting
at which all shares of each class of stock entitled to vote thereon were present
and voted.
The Secretary shall give prompt notice of the taking of any corporate
action without a meeting by less than unanimous written consent to those
Stockholders who have not consented in writing.
Section 11. Inspectors of Election. In advance of any meeting of the
----------------------
Stockholders, the Board shall appoint at least one person, other than nominees
for office as inspectors of election to act at such meeting or any adjournment
thereof. The number of such inspectors of election shall be one or three. In
case any person appointed as inspector fails to appear or refuses to act, the
vacancy shall be filled by appointment by the Board in advance of the meeting,
or at the meeting by the chairman of the meeting. If there are three inspectors
of election, the decision, act or certificate of a majority is effective in all
respects as the decision, act or certificate of all.
The duties of each such inspector shall include: determining the number of
shares outstanding and voting power of each; determining the shares represented
at the meeting; determining the existence of a quorum; determining the
authenticity, validity and effect of proxies; receiving votes, ballots or
consents; hearing and determining all challenges and questions in any way
arising in connection with the right to vote; retaining for a reasonable period
the disposition of any challenges made to the inspector's determinations;
counting and tabulating all votes; determining when the polls shall close;
determining the result of any election; certifying the determination of the
number of shares represented at the meeting, and the count of all votes and
ballots; certifying any information considered in determining the validity and
counting of proxies and ballots if that information is used for the purpose of
reconciling proxies and ballots submitted by or on behalf of banks, brokers,
their nominees or similar persons which represent more votes than the
Stockholder holds of record; and performing such acts as may be proper to
conduct the election or vote with fairness to all Stockholders.
Section 12. Record Date. In order that the Company may determine the
-----------
Stockholders entitled to notice of or to vote at any meeting of Stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board may fix, in advance, a record date, which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action.
If no record date is fixed:
(a) The record date for determining Stockholders entitled to notice of or
to vote at a meeting of Stockholders shall be at the close of business on the
day next preceding the day on
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which notice is given, or, if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held;
(b) The record date for determining Stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board is necessary, shall be the day on which the first written consent
is expressed;
(c) The record date for determining Stockholders for any other purpose
shall be at the close of business on the day on which the Board adopts the
resolution relating thereto.
A determination of Stockholders of record entitled to notice of or to vote
at a meeting of Stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
-------- -------
meeting.
Section 13. Procedures for Meetings. All meetings of Stockholders shall
-----------------------
be conducted according to such rules and procedures as the Board of Directors
may establish by resolution from time to time as being in the best interests of
the Stockholders and as may be deemed appropriate for insuring that such
meetings are conducted in a fair and orderly manner and in accordance with the
Certificate of Incorporation and these Bylaws.
Section 14. Opening and Closing of Polls. An announcement shall be made
----------------------------
at each meeting of the Stockholders by the chairman of the meeting of the date
and time of the opening and closing of polls for each matter upon which the
Stockholders will vote at the meeting. No ballot, proxies or votes, nor any
revocations thereof or changes thereto, shall be accepted by the inspectors
after the closing of the polls unless the Delaware Court of Chancery upon
application by a Stockholder shall determine otherwise.
ARTICLE III
BOARD OF DIRECTORS
------------------
Section 1. Powers. The business and affairs of the Company shall be
------
managed by, or under the direction of the Board, except as may be otherwise
provided by the DGCL or in the Certificate of Incorporation or these Bylaws.
Without prejudice to such powers, but subject to the same limitation, it is
hereby expressly declared that the directors shall have the following powers in
addition to other powers enumerated in these Bylaws:
(a) To select and remove all officers, agents and employees of the Company;
prescribe any powers and duties for them that are consistent with law, with the
Certificate of Incorporation, and with these Bylaws; fix their compensation; and
require from them security for faithful service;
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(b) To conduct, manage and control the affairs and business of the Company,
and to make rules and regulations therefor consistent with law, with the
Certificate of Incorporation and with these Bylaws;
(c) To change the offices of the Company from one location to another; to
fix and locate from time to time one or more other offices of the Company within
or without the State of Delaware; to cause the Company to be qualified to do
business and to conduct business in any other state, territory, dependency or
country; and to designate any place within or without the State of Delaware for
the holding of any Stockholders meeting or meetings, including annual meetings;
(d) To adopt, make and use a corporate seal; to prescribe the forms and
certificates of stock; and to alter the form of the seal and certificates;
(e) To authorize the issuance of shares of stock of the Company from time
to time, upon such terms and for such consideration as may be lawful;
(f) To borrow money and incur indebtedness for the purposes of the Company,
and to cause to be executed and delivered therefor, in the corporate name,
promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations, and other evidences of debt and securities therefor.
Section 2. Number and Qualification. The number of directors of the
------------------------
Company shall be fixed at six (6). A change in the number of directors shall
require the vote of 75% of the Board of Directors and the unanimous approval of
the Stockholders. Directors need not be Stockholders of the Company unless
required by the Certificate of Incorporation.
Section 3. Election and Term of Office. Members of the initial Board
---------------------------
shall hold office until the first annual meeting of Stockholders and until their
successors have been elected and qualified. The directors of the Company shall
be elected at the annual meeting of the Stockholders, but if such annual meeting
is not held or the directors are not elected thereat, the directors may be
elected at a special meeting held for that purpose. Each director shall hold
office until the next annual meeting and until a successor is elected and
qualified.
Section 4. Vacancies.
---------
(a) Unless otherwise provided in the Certificate of Incorporation,
vacancies and newly created directorships resulting from any increase in the
authorized number of directors elected by all of the Stockholders having the
right to vote as a single class may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director.
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(b) If at any time, by reason of death or resignation or other cause, the
Company should have no directors in office, then any officer or any Stockholder
or an executor, administrator, trustee or guardian of a Stockholder, or other
fiduciary entrusted with like responsibility for the person or estate of a
Stockholder, may call a special meeting of Stockholders in accordance with the
provisions of the Certificate of Incorporation and the Bylaws or may apply to
the Delaware Court of Chancery for a decree summarily ordering an election as
provided in Section 211 of the DGCL.
(c) If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole Board (as constituted immediately prior to any such increase), the
Delaware Court of Chancery may, upon application of any Stockholder or
Stockholders holding at least 10 percent of the total number of shares at the
time outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office as aforesaid,
which election shall be governed by Section 211 of the DGCL.
(d) Unless otherwise provided in the Certificate of Incorporation, when one
or more directors shall resign from the Board, effective at a future date, a
majority of the directors then in office, including those who have so resigned,
shall have the power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effec tive, and each
director so chosen shall hold office as provided in these Bylaws.
(e) Any director or the entire Board may be removed, with or without cause,
by the holders of 75% of the shares then entitled to vote at an election of
directors.
(f) Any director may resign effective upon giving written notice to the
Chairman of the Board, either President, the Secretary or the Board, unless the
notice specifies a later date for the effectiveness of such resignation.
Section 5. Place of Meeting. Unless otherwise provided in the
----------------
Certificate of Incorporation, or by unanimous written consent of all acting
directors, meetings, both regular and special, of the Board shall be held at the
Company's principal executive offices within the State of California or at such
other place or places within or without the State of Delaware, as the Board may
from time to time determine.
Section 6. Regular Meetings. Immediately following each annual meeting
----------------
of the Stockholders, the Board shall hold a regular meeting at the same place at
which such Stockholders' meeting is held, or any other place as may be fixed
from time to by the Board. Notice of such meeting need not be given.
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Other regular meetings of the Board shall be held without call at such time
and place as the Board may from time to time by resolution determine. If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day not a
legal holiday. Notice of a regular meeting need not be given.
Section 7. Special Meetings. Except as otherwise provided in the
----------------
Certificate of Incorporation, special meetings of the Board for any purpose or
purposes may be called at any time by the Chairman of the Board, either
President, the Secretary or by any three directors.
Written notice of the time and place of special meetings shall be delivered
personally to each director or communicated to each director by telephone or
telegraph or telex or cable or mail or other form of recorded communication,
charges prepaid, addressed to each director at that director's address as it is
shown on the records of the Company or, if it is not so shown on such records or
is not readily ascertainable, at that director's residence or usual place of
business. In case such notice is mailed, it shall be deposited in the United
States mail at least seven days prior to the time of the holding of the meeting.
In case such notice is delivered personally or by other form of written
communication, it shall be delivered at least 48 hours before the time of the
holding of the meeting. The notice shall state the time of the meeting, but
need not specify the place of the meeting if the meeting is to be held at the
principal executive office of the Company. The notice need not state the
purpose of the meeting unless expressly provided otherwise by statute.
Section 8. Meetings by Communication Equipment. Members of the Board,
-----------------------------------
or any committee designated by the Board, may participate in a meeting of the
Board or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this section shall
constitute presence in person at such meeting.
Section 9. Quorum and Manner of Acting. The presence of a majority of
---------------------------
the total number of directors shall constitute a quorum for the transaction of
business, and the act of 75% of all directors shall be the act of the Board.
In the absence of a quorum, a majority of the directors present may adjourn any
meeting from time to time until a quorum is present. Notice of an adjourned
meeting need not be given.
Section 10. Validation of Defectively Called or Noticed Meetings. The
----------------------------------------------------
transactions of any meeting of the Board, however called and noticed or wherever
held, shall be as valid as though made or performed at a meeting duly held after
regular call and notice, if, either before or after the meeting, each of the
directors not present or who, though present, has prior to the meeting or at its
commencement protested the lack of proper notice to such director, signs a
written waiver of notice or a consent to holding such meeting or approval of the
minutes thereof.
9
All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.
Section 11. Action Without Meeting. Any action required or permitted to
----------------------
be taken at any meeting of the Board, or of any committee thereof, may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the Board or committee.
Section 12. Compensation of Directors. Directors and members of
-------------------------
committees may receive such compensation, if any, for their services, and such
reimbursement for expenses incurred by them, as may be fixed or determined by
resolution of the Board.
Section 13. Committees. The Board shall have only an Audit Committee
----------
and a Compensation Committee. Each committee will consist of four directors of
the Company. All actions by such committees will require the affirmative vote
of three of its four members. The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. No committee shall have or exercise all
the powers and authority of the Board in the management of the business and
affairs of the Company. Any director may be removed from a committee with or
without cause by the affirmative vote of 75% of the entire Board.
ARTICLE IV
OFFICERS
--------
Section 1. Officers. The officers of the Company shall be a Chairman,
--------
a Chief Executive Officer, two Presidents (who collectively operate the Office
of the President), a Chief Financial Officer and a Secretary. The Company may
also have, at the discretion of the Board, one or more Vice Presidents, one or
more Assistant Secretaries, one or more Assistant Treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 3 of
this Article. Any number of offices may be held by the same person.
Section 2. Election of Officers. The officers of the Company, except
--------------------
such officers as may be appointed in accordance with the provisions of Section 3
or Section 5 of this Article, shall be chosen annually by the Board, and each
shall serve at the pleasure of the Board, subject to the rights, if any, of an
officer under any contract of employment or other contractual arrangement with
the Company or its affiliates which prohibits his removal by the Board.
Section 3. Subordinate Officers. The Board may appoint, and may
--------------------
empower the Chief Executive Officer to appoint, such other officers as the
business of the Company may require, each of whom shall hold office for such
period, have such authority and perform such duties as are
10
provided in these Bylaws or as the Board or Chief Executive Officer may from
time to time determine.
Section 4. Removal and Resignation of Officers. Without prejudice to
-----------------------------------
the rights, if any, of an officer under any contract of employment or other
contractual arrangement with the Company or its affiliates which prohibits his
removal by the Board, any officer may be removed, either with or without cause,
by the Board, at any regular or special meeting of the Board, or by any officer
upon whom such power of removal may be conferred by the Board.
Any officer may resign at any time by giving written notice to the Company.
Any resignation shall take effect at the date of the receipt of that notice or
at any later time specified in that notice; the acceptance of the resignation
shall not be necessary to make it effective. Any resignation is without
prejudice to the rights, if any, of the Company under any contract to which the
officer is a party.
Section 5. Vacancies in Offices. A vacancy in any office because of
--------------------
death, resignation, removal, disqualification or any other cause shall be filled
in the manner prescribed in these Bylaws for regular election or appointment to
such office.
Section 6. Chairman of the Board. The Chairman of the Board, if such
---------------------
an officer be elected, shall, if present, preside at all meetings of the Board
and exercise and perform such other powers and duties as may be from time to
time assigned to him by the Board.
Section 7. Chief Executive Officer. Subject to such supervisory
-----------------------
powers, if any, as may be given by the Board to the Chairman of the Board, the
Chief Executive Officer, if such an officer be elected, shall, subject to the
control of the Board and the Chairman, have general supervision, direction and
control of the business and the officers of the Company. The Chief Executive
Officer shall preside at all meetings of the Stockholders and, in the absence of
the Chairman of the Board, or if there be none, at all meetings of the Board.
The Chief Executive Officer shall exercise and perform such other powers and
duties as may be from time to time assigned to him by the Board.
Section 8. Office of the President. Subject to such supervisory
-----------------------
powers, if any, as may be given by the Board to the Chairman of the Board and
the Chief Executive Officer, if there be such officers, the Office of the
President shall, subject to the control of the Board, have general supervision,
direction, and control of the business and the officers of the Company (other
than the Chairman and Chief Executive Officer). The Office of the President may
consist of one or two Presidents of equal authority to act on behalf of the
Company. At least one President shall preside at all meetings of the
Stockholders in the absence of the Chairman and the Chief Executive Officer,
and, in the absence of the Chairman and the Chief Executive Officer, at all
meetings of the Board. Each President shall have the general powers and duties
of management usually vested
11
in the office of the president and general manager of a corporation, and shall
have such other powers and duties as may be prescribed by the Board and the
Chief Executive Officer.
Section 9. Vice Presidents. In the absence or disability of the
---------------
Chairman, the Chief Executive Officer and both Presidents, the Vice Presidents,
if any, in order of their rank as fixed by the Board, or, if not ranked, the
Vice President designated by the Board shall perform all the duties of such
officer, and when so acting shall have all the powers of, and be subject to all
the restrictions upon, such offices. The Vice Presidents shall have such other
powers and perform such other duties as from time to time may be prescribed for
them respectively by the Board, the Chief Executive Officer or the Office of the
President.
Section 10. Secretary. The Secretary shall keep, or cause to be kept,
---------
at the principal executive office or such other place as the Board may direct, a
book of minutes of all meetings and actions of directors, committees of
directors, and Stockholders, with the time and place of holding, whether regular
or special, and, if special, how authorized, the notice given, the names of
those present at directors' meetings or committee meetings, the number of shares
present or represented at Stockholders' meetings, and the proceedings.
The Secretary shall give, or cause to be given, notice of all meetings of
the Stockholders and of the Board required by the Bylaws or by law to be given,
and he shall keep the seal of the Company, if one be adopted, in safe custody,
and shall have such other powers and perform such other duties as may be
prescribed by the Board.
Section 11. Chief Financial Officer. The Chief Financial Officer shall
-----------------------
keep and maintain, or cause to be kept and maintained, adequate and correct
books and records of accounts of the properties and business transactions of the
Company, including accounts of its assets, liabilities, receipts, disbursements,
gains, losses, capital, retained earnings and shares, and shall send or cause to
be sent to the Stockholders of the Company such financial statements and reports
as are by law or these Bylaws required to be sent to them. The books of account
shall at all reasonable times be open to inspection by any director.
The Chief Financial Officer shall deposit all monies and other valuables in
the name or to the credit of the Company with such depositories as may be
designated by the Board. The Chief Financial Officer shall disburse the funds
of the Company as may be ordered by the Board, shall render to the Presidents
and directors, whenever they request it, an account of all transactions
undertaken as Chief Financial Officer and of the financial condition of the
Company, and shall have such other powers and perform such other duties as may
be prescribed by the Board.
ARTICLE V
INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND OTHER AGENTS
------------------------------------
12
Section 1. Agents, Proceedings and Expenses. For the purposes of this
--------------------------------
Article, "agent" means any person who is or was a director, officer, employee or
other agent of the corporation, or is or was a director, officer, employee or
other agent of the corporation as a director, officer, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise, or was a director, officer, employee or agent of a foreign or
domestic corporation which was a predecessor corporation of the corporation or
of another enter prise at the request of such predecessor corporation;
"proceeding" means any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative, or investigative; and "expenses"
includes, without limitation, attorneys' fees and any expenses of establishing a
right to indemnification under Section 2 or Section 3 of this Article.
Section 2. Actions Other Than By The Company. The Company shall have
---------------------------------
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threat ened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Company) by reason of the fact that he is or
was an agent of the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another Company, partnership, joint
venture, trust 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 proceed ing if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 3. Actions by the Company. The Company shall have power to
----------------------
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact that he is or
was an agent of the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company
and except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Company unless
and only to the extent that the Delaware Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of
13
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.
Section 4. Successful Defense by Agent. To the extent that a director,
---------------------------
officer, employee or agent of the Company has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Sections 2
and 3 of this Article, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
Section 5. Required Approval. Any indemnification under Sections 1 and
-----------------
2 of this Article (unless ordered by a court) shall be made by the Company only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in Sections 2 and 3.
Such determination shall be made (a) by the Board by a 75% vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (b) if such disin terested directors so direct, by independent legal counsel
in a written opinion, or (c) by the affirmative vote of a majority of
Stockholders.
Section 6. Advance of Expenses. Expenses incurred in defending a civil
-------------------
or criminal action, suit or proceeding may be paid by the Company in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board in the specific case upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the Company as
authorized in this Article. Such expenses incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the Board deems
appropriate.
Section 7. Contractual Rights. The indemnification provided by this
------------------
Article shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any agreement, vote of Stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and 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.
Section 8. Limitations. No indemnification or advance shall be made
-----------
under this Article, except as provided in Section 4 of this Article, in any
circumstance where it appears:
(a) That it would be inconsistent with a provision of the Certificate of
Incorporation, a resolution of the Stockholders or an agreement in effect at the
time of accrual of the alleged cause of action asserted in the proceeding in
which the expenses were incurred or other amounts were paid, which prohibits or
otherwise limits indemnification; or
14
(b) That it would be inconsistent with any condition expressly imposed by a
court in approving a settlement.
Section 9. Insurance. The Company 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 Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Company would have the power to indemnify
him against such liability under the provisions of this Article.
Section 10. Constituent Corporations. For purposes of this Article,
------------------------
references to "the Company" shall include, in addition to the Company, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents, so that any person who is or was a director, officer, employee or agent
of such constit uent 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 enter prise, shall
stand in the same position under the provisions of this Article with respect to
the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
Section 11. Definitions. For purposes of this Article, references to
-----------
"other enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the Company" shall
include any service as a director, officer, employee or agent of the Company
which imposes duties on, or involves services by, such director, officer,
employee, or agent with respect to an employee benefit plan, its participants,
or beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Company" as referred to in this Article.
ARTICLE VI
MISCELLANEOUS
-------------
Section 1. Inspection of Books and Records by Stockholders. Any
-----------------------------------------------
Stockholder of record, in person or by attorney or other agent, shall, upon
written demand under oath stating the purpose thereof, have the right during the
usual hours for business to inspect for any proper purpose the Company's stock
ledger, a list of its Stockholders, and its other books and records, and to make
copies or extracts therefrom. A proper purpose shall mean a purpose reasonably
related to such person's interest as a Stockholder. In every instance where an
attorney or other
15
agent shall be the person who seeks the right to inspection, the demand under
oath shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the Stockholder.
The demand under oath shall be directed to the Company at its registered office
in the State of Delaware or at its principal place of business.
Section 2. Inspection of Books and Records by Directors. Any director
--------------------------------------------
shall have the right to examine the Company's stock ledger, a list of its
Stockholders and its other books and records for a purpose reasonably related to
his position as a director. Such right to examine the books and records of the
Company shall include the right to make copies and extracts therefrom.
Section 3. Checks, Drafts, Evidences of Indebtedness. All checks,
-----------------------------------------
drafts or other orders for payment of money, notes or other evidences of
indebtedness, issued in the name of or payable to the Company, shall be signed
or endorsed by such person or persons and in such manner as, from time to time,
shall be determined by resolution of the Board.
Section 4. Corporate Contracts and Instruments; How Executed. The
-------------------------------------------------
Board, except as otherwise provided in these Bylaws, may authorize any officer
or officers, agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the Company, and this authority may
be general or confined to specific instances; and, unless so authorized or
ratified by the Board or within the agency power of an officer, no officer,
agent, or employee shall have any power or authority to bind the Company by any
contract or engagement or to pledge its credit or to render it liable for any
purpose or for any amount.
Section 5. Certificates for Shares. Every holder of stock in the
-----------------------
Company shall be entitled to have a certificate signed by, or in the name of the
Company by the Chairman, Chief Executive Officer or either President, and by the
Chief Financial Officer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the Company representing the number of shares owned by
him in the Company. Any or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Company with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
Section 6. Transfer of Shares. Transfers of shares of the capital
------------------
stock of the Company shall be made only on the books of the Company by the
holder thereof, or by his attorney thereunto authorized by a power of attorney
duly executed and filed with the Secretary of the Company or a transfer agent of
the Company, if any, and on surrender of the certificate or certificates for
such shares properly endorsed. A person in whose name shares of stock appear on
the books of the Company shall be deemed the owner thereof as regards the
Company, and upon any transfer of shares of stock the person or persons into
whose name or names such shares shall have been transferred, shall enjoy and
bear all rights, privileges and obligations of holders of stock of the Company
as against the Company or any other person or persons. The term
16
"person" or "persons" wherever used herein shall be deemed to include any
partnership, corpora tion, association or other entity. Whenever any transfer of
shares shall be made for collateral security, and not absolutely, such fact, if
known to the Secretary or to such transfer agent, shall be so expressed in the
entry of transfer.
Section 7. Lost, Stolen or Destroyed Certificates. The Company may
--------------------------------------
issue a new certificate of stock in the place of any certificate theretofore
issued by it, alleged to have been lost, stolen or destroyed, and the Company
may require the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the Company a bond sufficient to indemnify it against
any claim that may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.
Section 8. Representation of Shares of Other Companies. The Chairman
-------------------------------------------
of the Board, Chief Executive Officer, each President or any person designated
by any of such officers, is authorized, in the absence of authorization by the
Board, to vote on behalf of the Company any and all shares of any other
corporation or corporations, foreign or domestic, for which the Company has the
right to vote. The authority granted to these officers to vote or represent on
behalf of the Company any and all shares held by the Company in any other
corporation or corporations may be exercised by any of these officers in person
or by any person authorized to do so by proxy duly executed by these officers.
Section 9. Construction and Definitions. Unless the context requires
----------------------------
otherwise, the general provisions, rules of construction, and definitions in the
DGCL shall govern the construction of these Bylaws. Without limiting the
generality of this provision, the singular number includes the plural and the
plural number includes the singular.
Section 10. Amendments. Unless otherwise provided in the Certificate of
----------
Incorporation, the adoption, amendment or repeal of any Bylaws of the Company
shall require the unanimous approval of the Stockholders.
Section 11. Conformance to the Law. In the event that it is determined
----------------------
that these Bylaws, as now written or as amended, conflict with the DGCL, or any
other applicable law, as now enforced or as amended, these Bylaws shall be
deemed amended, without action of the Board or the Stockholders, to conform with
such law. Such amendment to be so interpreted as to bring these Bylaws within
minimum compliance. For purposes of this section "amendment" shall include a
repeal of, or a change in interpretation of, the relevant compendium.
Section 12. Seal. The Board of Directors shall provide a corporate
----
seal, which shall be in the form of a circle and shall have inscribed thereon
the name of the Company, the year of its incorporation and the words "Corporate
Seal, Delaware." Said seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise.
17
Section 13. Fiscal Year. The fiscal year of the Company shall begin on
-----------
the first day of July of each year.
Section 14. Dividends; Surplus. Subject to the provisions of the
------------------
Certificate of Incorporation and any restrictions imposed by statute, the Board
may declare dividends out of the net assets of the Company in excess of its
capital or, in case there shall be no such excess, out of the net profits of the
Company for the fiscal year then current and/or the preceding fiscal year, or
out of any funds at the time legally available for the declaration of dividends
(hereinafter referred to as "surplus or net profits") whenever, and in such
amounts as, in its sole discretion, the conditions and affairs of the Company
shall render advisable. The Board in its sole discretion may, in accordance
with law, from time to time set aside from surplus or net profits such sum or
sums as it may think proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for the purpose of maintaining or increasing the
property or business of the Company, or for any other purpose as it may think
conducive to the best interests of the Company.
18
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
(1) That I am the duly elected and acting Secretary of Fox Kids Worldwide,
Inc., a Delaware corporation, and
(2) That the foregoing Bylaws comprising of eighteen (18) pages,
constitute the Bylaws of said Company as of August 1, 1997 as duly adopted by
the written consent of the Incorporator.
IN WITNESS WHEREOF, I have hereunto subscribed my name as of this 1st day
of August, 1997.
/s/ William Josey
--------------------------------
William Josey, Secretary
19
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-1/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 1/26/98 | | | | | | | None on these Dates |
| | 8/1/97 | | 22 |
| List all Filings |
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