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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/17/14 Aecom 10-K 9/30/14 103:26M Toppan Merrill-FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.85M
2: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 46K
4: EX-4.10 Instrument Defining the Rights of Security Holders HTML 67K
3: EX-4.8 Instrument Defining the Rights of Security Holders HTML 49K
5: EX-10.45 Material Contract HTML 326K
6: EX-21.1 Subsidiaries List HTML 25K
7: EX-23.1 Consent of Experts or Counsel HTML 28K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
10: EX-32 Certification -- §906 - SOA'02 HTML 29K
71: R1 Document and Entity Information HTML 55K
58: R2 Consolidated Balance Sheets HTML 140K
69: R3 Consolidated Balance Sheets (Parenthetical) HTML 37K
74: R4 Consolidated Statements of Operations HTML 98K
94: R5 Consolidated Statements of Comprehensive Income HTML 54K
(Loss)
60: R6 Consolidated Statements of Stockholders' Equity HTML 74K
68: R7 Consolidated Statements of Cash Flows HTML 148K
52: R8 Significant Accounting Policies HTML 80K
42: R9 New Accounting Pronouncements and Changes in HTML 36K
Accounting
95: R10 Stock Repurchase Program HTML 29K
76: R11 Business Acquisitions, Goodwill and Intangible HTML 251K
Assets
75: R12 Accounts Receivable-Net HTML 57K
81: R13 Property and Equipment HTML 62K
82: R14 Joint Ventures and Variable Interest Entities HTML 128K
79: R15 Pension Plans HTML 657K
83: R16 Debt HTML 83K
70: R17 Derivative Financial Instruments HTML 190K
72: R18 Fair Value Measurements HTML 85K
78: R19 Concentration of Credit Risk HTML 30K
103: R20 Leases HTML 46K
89: R21 Other Financial Information HTML 64K
64: R22 Reclassification out of Accumulated Other HTML 163K
Comprehensive Loss
77: R23 Stockholders' Equity HTML 35K
66: R24 Stock Plans HTML 149K
33: R25 Income Taxes HTML 231K
91: R26 Earnings Per Share HTML 52K
99: R27 Commitments and Contingencies HTML 41K
47: R28 Reportable Segments and Geographic Information HTML 186K
46: R29 Major Clients HTML 29K
50: R30 Quarterly Financial Information-Unaudited HTML 199K
51: R31 Subsequent Events HTML 52K
53: R32 Schedule II: Valuation and Qualifying Accounts HTML 49K
25: R33 Significant Accounting Policies (Policies) HTML 124K
87: R34 Business Acquisitions, Goodwill and Intangible HTML 258K
Assets (Tables)
62: R35 Accounts Receivable-Net (Tables) HTML 51K
65: R36 Property and Equipment (Tables) HTML 59K
37: R37 Joint Ventures and Variable Interest Entities HTML 121K
(Tables)
102: R38 Pension Plans (Tables) HTML 685K
17: R39 Debt (Tables) HTML 67K
55: R40 Derivative Financial Instruments (Tables) HTML 178K
93: R41 Fair Value Measurements (Tables) HTML 77K
35: R42 Leases (Tables) HTML 42K
45: R43 Other Financial Information (Tables) HTML 64K
49: R44 Reclassifications out of Accumulated Other HTML 163K
Comprehensive Losses (Tables)
59: R45 Stock Plans (Tables) HTML 143K
24: R46 Income Taxes (Tables) HTML 229K
41: R47 Earnings Per Share (Tables) HTML 49K
19: R48 Reportable Segments (Tables) HTML 182K
92: R49 Quarterly Financial Information-Unaudited (Tables) HTML 198K
34: R50 Significant Accounting Policies (Details) HTML 45K
88: R51 Significant Accounting Policies (Details 2) HTML 31K
38: R52 Stock Repurchase Program (Details) HTML 35K
56: R53 Business Acquisitions, Goodwill and Intangible HTML 54K
Assets (Details)
18: R54 Business Acquisitions, Goodwill and Intangible HTML 46K
Assets (Details 2)
22: R55 Business Acquisitions, Goodwill and Intangible HTML 60K
Assets (Details 3)
48: R56 Business Acquisitions, Goodwill and Intangible HTML 62K
Assets (Details 4)
28: R57 Accounts Receivable-Net (Details) HTML 45K
96: R58 Property and Equipment (Details) HTML 60K
61: R59 Joint Ventures and Variable Interest Entities HTML 120K
(Details)
80: R60 Pension Plans (Details) HTML 124K
40: R61 Pension Plans (Details 2) HTML 144K
43: R62 Pension Plans (Details 3) HTML 71K
86: R63 Debt (Details) HTML 162K
84: R64 Derivative Financial Instruments (Details) HTML 49K
63: R65 Derivative Financial Instruments (Details 2) HTML 62K
85: R66 Fair Value Measurements (Details) HTML 39K
39: R67 Leases (Details) HTML 50K
67: R68 Other Financial Information (Details) HTML 53K
98: R69 Reclassifications out of Accumulated Other HTML 47K
Comprehensive Loss (Details)
21: R70 Reclassifications out of Accumulated Other HTML 49K
Comprehensive Loss (Details 2)
32: R71 Stock Plans (Details) HTML 72K
57: R72 Stock Plans (Details 2) HTML 102K
27: R73 Income Taxes (Details) HTML 157K
101: R74 Income Taxes (Details 2) HTML 123K
36: R75 Earnings Per Share (Details) HTML 42K
29: R76 Commitments and Contingencies (Details) HTML 43K
31: R77 Reportable Segments and Geographic Information HTML 87K
(Details)
23: R78 Reportable Segments and Geographic Information HTML 47K
(Details 2)
26: R79 Major Clients (Details) HTML 36K
73: R80 Quarterly Financial Information-Unaudited HTML 98K
(Details)
30: R81 Subsequent Event (Details) HTML 67K
97: R82 Subsequent Event (Details 2) HTML 62K
54: R83 Schedule II: Valuation and Qualifying Accounts HTML 38K
(Details)
100: XML IDEA XML File -- Filing Summary XML 160K
20: EXCEL IDEA Workbook of Financial Reports XLSX 361K
44: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 5.50M
11: EX-101.INS XBRL Instance -- acm-20140930 XML 6.39M
13: EX-101.CAL XBRL Calculations -- acm-20140930_cal XML 292K
16: EX-101.DEF XBRL Definitions -- acm-20140930_def XML 827K
14: EX-101.LAB XBRL Labels -- acm-20140930_lab XML 2.20M
15: EX-101.PRE XBRL Presentations -- acm-20140930_pre XML 1.43M
12: EX-101.SCH XBRL Schema -- acm-20140930 XSD 231K
90: ZIP XBRL Zipped Folder -- 0001047469-14-009283-xbrl Zip 318K
Exhibit 3.3
CERTIFICATE OF CORRECTION OF
AMENDED AND RESTATED CERIFICATE OF INCORPORATION OF
AECOM TECHNOLOGY CORPORATION
AECOM Technology Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:
1. The name of the Company is AECOM Technology Corporation.
2. An Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) was filed with the Secretary of State of the State of Delaware on June 15, 2011 and said Certificate of Incorporation requires correction as permitted by subsection (f) of Section 103 of the General Corporation Law of the State of Delaware.
3. The inaccuracy or defect of said Certificate of Incorporation to be corrected is that it inadvertently omitted the Certificate of Designation, Preferences, Rights and Limitations of Series E Preferred Stock of the Company which was filed with the Secretary of State on September 7, 2004.
4. The Certificate of Incorporation is corrected by inserting as a new Article FOURTH, Section 4, the following:
“4. Pursuant to the authority conferred upon the Board of Directors of the Company by this Article FOURTH, the Board of Directors created a series of 20 shares of Preferred Stock designated as Series E Preferred Stock (the “Series E Preferred Stock”) by filing a Certificate of Designation of the Company with the Secretary of State of the State of Delaware on September 7, 2004, and the voting powers, designations, preferences and relative, participating, optional and other rights, and qualifications, limitations or restrictions of the Series E Preferred Stock are set forth in Appendix A hereto and are incorporated herein by reference.”
5. The Certificate of Incorporation is further corrected by attaching Appendix A hereto as Appendix A to the Certificate of Incorporation.
6. All other provisions of the Certificate of Incorporation remain unchanged.
IN WITNESS WHEREOF, the Company has caused this Certificate of Correction to be executed as of the 12th day of November, 2014.
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AECOM TECHNOLOGY CORPORATION | |
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By: |
/s/ DAVID Y. GAN |
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Name: |
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Title: |
Senior Vice President and Assistant General Counsel |
AECOM Technology Corporation Certificate of Correction
APPENDIX A
CLASS E PREFERRED STOCK. There is hereby established a series of Preferred Stock designated Class E Preferred Stock (the “Class E Stock”) which will consist of the number of shares and have the following powers, preferences, rights, qualifications, limitations and restrictions:
(1) Number of Shares. The number of shares of Class E Stock shall be 20. The Corporation is authorized to issue fractional shares.
(2) Limitation as to Ownership. The shares of Class E Stock may only be issued to and held by the Trustee of the AECOM Technology Corporation Supplemental Trust.
(3) Voting Rights. Subject to the provisions of Article FIFTH of the Certificate of Incorporation and except as otherwise provided in this Certificate of Designation and General Corporation Law of the State of Delaware, the holders of the Class E Stock shall not be entitled to vote on any matters to be voted on by the Corporation’s stockholders except that the holders of Class E Stock shall be entitled to vote on any matters that are (i) submitted to the holders of the Corporation’s common stock and (ii) which involve:
(a) any voluntary liquidation, dissolution or other winding up of the affairs of the Corporation (in connection with the bankruptcy or insolvency of the Corporation or otherwise);
(b) the direct or indirect sale, transfer, conveyance or other disposition, in one of a series of related transactions, of all or substantially all of the properties or assets of the Corporation and its Subsidiaries, taken as a whole, to any “person” (as that terms is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) other than the Corporation or a wholly owned Subsidiary of the Corporation;
(c) the consummation of any transaction or series of related transactions (including, without limitation, any merger or consolidation) involving the Corporation the result of which is that any “person” (as defined above) becomes the Beneficial Owner (as defined below), directly or indirectly, of more than fifty percent (50)% of the Voting Stock of the Corporation, measured by voting power rather than number of shares, except for U.S. Trust Company N.A., as trustee of the Corporation’s U.S. Retirement and Savings Plan, Mourant & Co. Trustees Limited, as trustee of the Corporation’s stock or stock option plans in respect of employees based outside of the United States, and any successors, replacements or assigns of such trustees, and any other trustees under the Stock Plans (as defined below). Beneficial Owner has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person”, such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only
upon the occurrence of a subsequent condition. Stock Plans mean all stock, stock unit, stock purchase/loan and option plans and stock repurchase programs of the Corporation for the benefit of past, present and future employees, directors and consultants of the Corporation (as such) and approved by the Board of Directors; or
(d) the initial public offering of the Corporation’s common stock made pursuant to the Securities Act of 1933, as amended, on Form S-1 or Form S-3 (as defined in the Securities Act of 1933, as amended) or any successor forms, and following which the Common Stock is listed on the New York Stock Exchange or quoted on The Nasdaq National Market.
The holders of Class E common stock shall be entitled to 100,000 votes per share on all matters to be voted on by the holders of Class E Stock pursuant to this Section (3). Except as otherwise provided by law, the Certificate of Incorporation or herein, the holders of Class E Stock and Common Stock shall vote together as one class on all such matters set forth in this Section (3), along with the holders of any other series of Preferred Stock having the right to vote on the matters set forth in this Section (3).
(4) Dividends. The holders of Class E Stock shares shall not be entitled to receive any dividends.
(5) Liquidation Preference. In the event of a voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Class E Stock shall be entitled to receive, out of the assets of the Corporation legally available therefor, an amount equal to $1.00 per share of Class E Stock (the “Liquidation Preference”), and no more, before any payment shall be made or any assets distributed to holders of any class of Common Stock. If upon such liquidation, dissolution or winding up, the available assets of the Corporation for distribution to the holders of capital stock shall be insufficient to permit the payment to such holders of Class E Stock of the full preferential amount as set forth in this Section (5), then the entire remaining assets of the Corporation available to be distributed to the holders of the capital stock shall be distributed ratably among the holders of the Class E Stock and any other shares of Preferred Stock ranking on a parity with the Class E Stock as to the distribution of assets upon such liquidation, dissolution or winding up, provided that the holders of Class E Stock shall not receive any assets pursuant to this Section (5) unless the holders of the Corporation’s Class D Convertible Preferred Stock have been paid their respective preferential amount in full. A consolidation or merger of the Corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the Corporation, shall not be deemed to be a liquidation, dissolution or winding up within the meaning of this Section.
(6) Redemption at the Option of the Corporation. The Corporation may at any time redeem the whole or any portion of the outstanding shares of Class E Stock by paying therefor in cash an amount per share equal to the Liquidation Preference of a share of Class E Stock (the “Redemption Price”). At least 10 but not more than 60 days prior to the date fixed for redemption (the “Redemption Date”), the Corporation shall mail, postage prepaid, to the holders of record of the shares of Class E Stock at the address of each such holder as it appears on the books of the Corporation, a notice (the “Class E Stock Notice”) specifying
the Redemption Date and the number of shares held by such holder to be redeemed. On and after the Redemption Date, each holder of shares of Class E Stock shall surrender to the Corporation the certificate or certificates evidencing such shares at the principal executive offices of the Corporation and shall thereupon be paid in cash an amount equal to the number of shares of Class E Stock surrendered multiplied by the Redemption Price. If the Class E Stock Notice shall have been given as provided herein and if on the Redemption Date funds necessary for the redemption shall be available therefor, then on and after the Redemption Date the certificate or certificates representing the shares of Class E Stock shall represent solely the right to receive the Redemption Price.
(7) Conversion. The holders of Class E Stock shall have no conversion rights whatsoever.
(8) Status of Redeemed or Repurchased Shares. All shares of Class E Stock redeemed or repurchased by the Corporation shall be restored to the status of authorized but unissued shares of Preferred Stock, without designation as to series.
(9) No Sinking Fund. The shares of Class E Stock shall not be subject to any sinking fund or other obligation on the part of the Corporation to redeem or repurchase.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/17/14 | 4 | ||
| For Period end: | 9/30/14 | |||
| 6/15/11 | ||||
| 9/7/04 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/07/24 AECOM 10-Q 3/31/24 89:12M Toppan Merrill/FA2 2/07/24 AECOM 10-Q 12/31/23 93:10M Toppan Merrill/FA 11/15/23 AECOM 10-K 9/30/23 124:20M Toppan Merrill/FA 8/09/23 AECOM 10-Q 6/30/23 89:14M Toppan Merrill/FA 5/09/23 AECOM 10-Q 3/31/23 86:12M Toppan Merrill/FA 2/07/23 AECOM 10-Q 12/31/22 88:10M Toppan Merrill/FA 11/17/22 AECOM 10-K 9/30/22 126:21M Toppan Merrill/FA 8/10/22 AECOM 10-Q 6/30/22 84:11M Toppan Merrill/FA 5/11/22 AECOM 10-Q 3/31/22 84:11M Toppan Merrill/FA 2/09/22 AECOM 10-Q 12/31/21 84:9.7M Toppan Merrill/FA 11/17/21 AECOM 10-K 9/30/21 126:21M Toppan Merrill/FA 8/11/21 AECOM 10-Q 6/30/21 87:12M Toppan Merrill/FA 5/12/21 AECOM 10-Q 3/31/21 87:12M Toppan Merrill/FA 2/10/21 AECOM 10-Q 12/31/20 90:12M Toppan Merrill/FA 11/19/20 AECOM 10-K 9/30/20 133:22M Toppan Merrill/FA 8/05/20 AECOM 10-Q 6/30/20 91:12M Toppan Merrill/FA 3/03/15 SEC UPLOAD¶ 10/03/17 1:124K AECOM 1/22/15 SEC UPLOAD¶ 10/03/17 1:230K AECOM |