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-3.2 — Form of Amended & Restated By-Laws of Hanover
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EXHIBIT 3.2
Amended and Restated
on August 4, 1995
AMENDED
AND
RESTATED
BY-LAWS
OF
HANOVER COMPRESSOR COMPANY
ARTICLE I
OFFICES
Section 1. Registered Office. The Corporation shall have and
maintain a registered office in Delaware and a registered agent having a
business office identical with such registered office.
Section 2. Other Offices. The Corporation may also have such other
office or offices in Delaware or elsewhere as the Board of Directors may
determine or as the business of the Corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of stockholders shall
be held on the first Monday in July or, if it is a legal holiday, then on the
next business day following, at 10:00 a.m. Such meeting may be held within or
without the State of Delaware. At such meeting the stockholders shall elect by
a plurality vote a Board of Directors, and transact such other business as may
properly be brought before the meeting. If the election of directors shall not
be held on the day designated herein for an annual meeting, or any adjournment
thereof, the Board of Directors shall cause the election to be held at a
meeting of the stockholders as soon thereafter as may be convenient.
Section 2. Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called by the President and shall be
called by the President or Secretary at the request in writing of a majority of
the Board of Directors or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the Corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.
Section 3. Notice. Written notice of the annual or special meeting
shall be given to each stockholder entitled to vote thereat, in person or by
mailing to him at his or her last known address, not less than 10 nor more than
60 days before the date of meeting, unless such notice is waived in writing by
each stockholder entitled thereto. In the case of a special meeting, the
purpose or purposes for which the meeting is called must be stated in the
notice.
Section 4. Stockholder List. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least 10 days before every
meeting of the 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 10 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 shall also 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.
Upon the wilful neglect or refusal of the directors to produce such a
list at any meeting for the election of directors, they shall be ineligible for
election to any office at such meeting.
The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the corporation, or to vote in person or by proxy at
any meeting of the stockholders.
Section 5. Quorum. The holders of 50% of the capital stock issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have the power
to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be presented or represented,
at which time any business may be transacted which might have been transacted
at the meeting as originally notified. When a quorum is present at any
meeting, the vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall decide
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any question brought before such meeting, unless the question is one upon which
by express provision of statute or the certificate of incorporation, a
different vote is required, in which case such express provision shall govern
and control the decision of such question.
Section 6. Voting. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted after
three years from its date, unless the proxy provides for a longer period.
Section 7. Written Consent. Whenever the vote of stockholders at a
meeting thereof is required or permitted to be taken, such meeting and vote of
stockholders may be dispensed with if a majority of the stockholders who would
have been entitled to vote upon the action if such meeting were held shall
consent in writing to such corporate action being taken.
ARTICLE III
DIRECTORS
Section 1. Number. The minimum number of directors which shall
constitute the whole Board of Directors shall not less than one nor more than
twenty. The number of directors to constitute the Board of Directors shall be
decided and the directors shall be elected at the annual or special meeting of
the stockholders (except as provided in Section 2 of this Article), and each
director elected shall hold office until his or her successor is elected and
qualified. Directors need not be stockholders.
Section 2. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced.
Section 3. Duties of Directors. The business of the Corporation
shall be managed by or under the direction of its Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by statute or by the certificate of incorporation or by these
by-laws directed or required to be exercised or done by the stockholders.
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Section 4. Meetings. The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Delaware.
Section 5. Regular Meetings. A regular meeting of the Board of
Directors shall be held immediately following the annual meeting of the
stockholders. In the event such meeting is not held immediately following the
annual meeting of the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Special Meetings. Special meetings of the board may be
called by the President with notice to each of the directors as provided in
Section 7 of this Article; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of one-third
of the directors.
Section 7. Notice. Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time
be determined by the Board. Notice of meetings other than regular meetings
shall be given to each director, in person or by mail or by telegram, at his or
her last known address not less than 10 nor more than 60 days prior to the date
designated therein for such meetings including the date of mailing, unless said
notice is waived in writing by each director. Said notice shall be written,
specifying the time and place of such meeting.
Section 8. Quorum. At all meetings of the Board, a majority of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, the certificate of incorporation or these
by-laws. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
Section 9. Voting. At all meetings of the Board of Directors, each
director is to have one vote.
Section 10. Unanimous Consent. Unless otherwise restricted by the
certificate of incorporation or these by- laws, any action required or
permitted to be taken at any meeting of the Board of Directors, or 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 the proceedings of the board or
committee.
4
Section 11. Committees of Directors. The Board of Directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation, which, to the extent provided in the resolution and not otherwise
restricted by statute, shall have and may exercise all the powers and authority
of the Board of Directors in the management of the business and affairs of the
Corporation, including the power and authority to declare dividends, and may
authorize the seal of the Corporation, if any, to be affixed to all papers
which may require it. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.
Section 12. Compensation of Directors. Unless otherwise restricted
by statute or the certificate of incorporation, the Board of Directors shall
have the authority to fix the compensation of directors. The directors may be
paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director. No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Corporation shall be elected
by the Board of Directors and shall be a Chairman of the Board, a
President/Chief Executive Officer, a Vice-President, a Secretary and a Chief
Financial Officer/Treasurer. The Board of Directors may also elect more than
one Vice President and one or more Assistant Secretaries and Assistant
Treasurers. Any number of offices may be held by the same person. The Board
of Directors may appoint such other officers and agents as it shall deem
necessary, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
board.
Section 2. Election. The Board of Directors shall elect officers
annually at its first meeting after each annual meeting of stockholders.
Section 3. Compensation. The compensation of all officers of the
Corporation shall be fixed by the Board of Directors.
Section 4. Term. The officers of the Corporation shall hold office
until their successors are elected and qualify. Any officer
5
elected by the Board of Directors may be removed at any time by the affirmative
vote of a majority of the Board of Directors. Any vacancy occurring in any
office of the Corporation shall be filled by the Board of Directors.
Section 5. Duties of Officers. The duties and powers of the officers
shall be as follows:
Chairman of the Board
The Chairman of the Board will preside at all meetings of the
Stockholders and the Board of Directors. Except where by law the signature of
the President is required, the Chairman will have the same power as the
President to sign all certificates, contracts and other instruments of the
Corporation. During the absence or disability of the President, the Chairman
will exercise the powers and perform the duties of the President.
President/Chief Executive Officer
The President shall be the Chief Executive Officer of the Corporation
and shall be responsible for formulating general policies and programs for the
Corporation for submission to the Board of Directors and for carrying out the
programs and policies approved by the Board of Directors. The President shall
be responsible for the administration and operation of the business and affairs
of the Corporation. The President shall cause to be called regular and special
meetings of the Stockholders and Board of Directors in accordance with these
by-Laws and he or she shall preside at all such meetings. The President shall
have the power to sign and deliver on behalf of the Corporation all documents
and agreements. The President shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.
Vice-President
The Vice-President, if there shall be one, or if there shall be more
than one, the Vice-Presidents in the order determined by the Board of Directors
(or if there be no such determination, then in the order of their election),
shall, in the absence or disability of the President, perform the duties and
exercise all the powers of the President, and be subject to all the
restrictions upon the President. The Vice-Presidents shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
Secretary
The Secretary shall attend all meetings of the Board of Directors and
all meetings of the stockholders and record all the
6
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties and have such other
powers as the Board of Directors or the President may from time to time
prescribe. The Secretary shall have custody of the corporate seal of the
Corporation, if any, and he, or an Assistant Secretary, shall have authority to
affix the same to any instrument requiring it and, when so affixed, it may be
attested by his or her signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
or her signature.
Assistant Secretary
The Assistant Secretary, or if there be more than one, the Assistant
Secretaries in the order determined by the Board of Directors (or if there be
no such determination, then in the order of their election), shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.
Chief Financial Officer/Treasurer
The Chief Financial Officer/Treasurer ("Treasurer") shall have custody
of the Corporation's funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation
and shall deposit all monies and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the
Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors at
its regular meetings, or when the Board of Directors so requires, an account of
all his or her transactions as Treasurer and the financial condition of the
Corporation.
If required by the Board of Directors, the Treasurer shall give the
Corporation and maintain a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his or her office and for the restoration to the Corporation, in
case of his or her death, resignation, retirement or removal from office, of
all books, papers, vouchers, money and other property of whatever kind in his
or her possession or under his or her control belonging to the Corporation.
7
Assistant Treasurer
The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors (or if
there shall be no such determination, then in the order of their election),
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.
ARTICLE V
STOCK CERTIFICATES
Section 1. Description. Every holder of stock in the Corporation
shall be entitled to have a certificate, signed by, or in the name of the
Corporation by, the President or a Vice President, and countersigned by the
Treasurer or Assistant Treasurer, Secretary or Assistant Secretary of the
Corporation, certifying the number of shares owned by him in the Corporation,
and sealed with the seal of the Corporation, if any. If the Corporation shall
be authorized to issue more than one class of stock, or more than one series of
any class, the designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights
shall be set forth in full or summarized on the face or back of the certificate
which the Corporation shall issue to represent such class of stock; provided,
however, that except as otherwise provided in Section 202 of the General
Corporation Law of Delaware, in lieu of the foregoing requirements, there may
be set forth on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, a statement that the
Corporation will furnish without charge to each stockholder who so requests,
the designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.
Section 2. Facsimile of Signature. The signature of any officer on a
stock certificate may be by facsimile. In case any officer or officers who
have signed, or whose facsimile signature or signatures have been used on any
such certificate or certificates, shall cease to be such officer or officers of
the Corporation, whether because of death, resignation or otherwise, before
such certificate or certificates are issued, such certificate or certificates
may nevertheless be adopted by the Corporation and be issued and delivered as
though the person or persons who signed such certificate or certificates or
whose facsimile signature or
8
signatures have been used thereon had not ceased to be such officer or officers
of the Corporation.
Section 3. Transfer of Stock. The stock of the Corporation,
irrespective of class, shall be assignable and transferable on the books of the
Corporation only by the person in whose name it appears on said books, or his
or her legal representatives. In case of transfer by attorney, the power of
attorney, duly executed and acknowledged, shall be deposited with the
Secretary. In all cases of transfer, the former certificate must be
surrendered up and cancelled before a new certificate is issued; however, in
the event of loss, mutilation or destruction of a certificate, a duplicate
certificate may be issued upon such terms as the Board of Directors shall
prescribe. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books,
subject, however, to any restrictions or limitations on the transfer thereof
which may be set forth in the certificate of incorporation or referred to on
the certificate so surrendered or which may be imposed by law or by any
agreement to which the holder of such shares is subject.
Section 4. Registered Stockholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends, and to vote or take other action
as such owner, and to hold liable for calls and assessments a person registered
on its books as the owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
ARTICLE VI
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of capital stock of the Corporation, subject to the provisions of the
certificate of incorporation. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum as
the directors from time to time, in their absolute discretion, think proper as
a reserve or reserves to meet contingencies, or for equalizing dividends, or
for repairing or
9
maintaining any property of the Corporation, or for such other purpose as the
directors shall think conducive to the interests of the Corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.
Section 2. Statements and Reports. The Board of Directors shall
present at each annual meeting, and at any special meeting of the stockholders
when called for by vote of the stockholders, a full and clear statement of the
business and condition of the Corporation.
Section 3. Checks and Notes. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers or such
other persons as the Board of Directors may from time to time designate.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall end on December 31 of each
year, unless otherwise determined by the Board of Directors.
ARTICLE VIII
AMENDMENTS
These by-laws may be altered, amended or repealed, or new by-laws may
be adopted, at any regular meeting of the stockholders or the Board of
Directors or at any special meeting of the stockholders or the Board of
Directors if notice of such alteration, amendment, repeal, or adoption of new
by-laws is contained in the notice of such special meeting.
ARTICLE IX
NOTICE
Section 1. Notice. Whenever, under the provisions of the statutes or
of the certificate of incorporation or these by-laws, notice is required to be
given to any director or stockholder, it shall not be construed to require
personal notice, but such notice may also be given in writing, by first class
United States mail, postage prepaid, or by prepaid telegram and mail, addressed
to such director or stockholder at his or her address as it appears on the
records of the Corporation, and such notice shall be deemed to be
10
given at the time when the same shall be deposited in the United States mail
or, in the case of telegrams, when transmitted.
Section 2. Waiver of Notice. Whenever any notice is required to be
given under the provisions of the statutes or of the certificate of
incorporation or these by-laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
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Dates Referenced Herein
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