Attached files
| file | filename |
|---|---|
| 8-K - ROWAN COMPANIES PLC | v183144_8k.htm |
| EX-3.2 - ROWAN COMPANIES PLC | v183144_ex3-2.htm |
CERTIFICATE
OF AMENDMENT
TO
RESTATED
CERTIFICATE OF INCORPORATION
OF
ROWAN
COMPANIES, INC.
ROWAN
COMPANIES, INC., a corporation organized under and by virtue of the General
Corporation Law of the State of Delaware (the “Company”), does hereby certify
that:
FIRST: The
name of the Company is Rowan Companies, Inc.
SECOND: The
Restated Certificate of Incorporation of the Company was filed with the Delaware
Secretary of State on February 27,
1984.
THIRD: The
Board of Directors of the Company adopted resolutions proposing and declaring
advisable the following amendments to the Company’s Restated Certificate of
Incorporation of the Company, as amended:
1. Subparagraph A3 (A. Preferred
Stock, 3. Voting) of Article FOURTH is hereby amended to read in its entirety as
follows:
3.
Voting. So long as any shares of Preferred Stock are outstanding, the
Corporation shall not amend, alter or repeal any of the provisions of the
Certificate of Incorporation (which term includes each and all Directors’
Resolutions) so as to affect adversely the rights, powers or preferences of any
one or more series of Preferred Stock or of the holders thereof without the
consent of the holders of at least a majority of the total number of outstanding
shares of the several series so affected or of the single series solely
affected, given in person or by proxy, by vote at a meeting called for that
purpose. In the application of these provisions, any amendment which would
increase the number of authorized shares of Preferred Stock or which would
authorize or create any shares of stock ranking prior to or on a parity with the
Preferred Stock as to dividends or as to distribution of assets, shall be
considered as affecting adversely the right of all outstanding shares of
Preferred Stock, but the consent of the holders of only a majority of
outstanding shares of Preferred Stock will be required to authorize an amendment
which increases the number of authorized shares of Preferred Stock or which
authorizes or creates shares of stock ranking on a parity with the preferred
stock as to dividends or as to distribution of assets. The holders of shares of
preferred stock shall have no voting power in the election of directors or for
any other purposes, except as otherwise expressly provided herein, in a
Directors’ Resolution, or by law.
2.
Article EIGHTH is hereby amended is hereby amended to read in its entirety as
follows:
EIGHTH.
All of the powers of this Corporation, insofar as the same may be lawfully
vested by this Certificate of Incorporation in the Board of Directors, are
hereby conferred upon the Board of Directors of this Corporation. In furtherance
and not in limitation of that power the Board of Directors shall have the power
to make, adopt, alter, amend and repeal from time to time By-Laws of this
Corporation, subject to the right of the stockholders entitled to vote with
respect thereto to adopt, alter, amend and repeal By-Laws made by the Board of
Directors; provided, however, that By-Laws shall not be adopted, altered,
amended or repealed by the stockholders of the Corporation except by the vote of
the holders of not less than a majority of the outstanding shares of capital
stock of the Corporation normally entitled to vote in the election of
directors.
3.
Article TENTH is hereby amended to read in its entirety as follows:
TENTH.
(A) Subject to the provisions of any series of Preferred Stock which may at the
time be outstanding, the affirmative vote of the holders of not less than a
majority of the outstanding shares of capital stock of this Corporation normally
entitled to vote in the election of directors shall be required for the approval
or authorization of any “business combination” (as hereinafter defined) of this
Corporation with any "Related Person" (as hereinafter defined), provided,
however, that such voting requirement shall not be applicable if:
(1) The
business combination was approved by the Board of Directors of the Corporation
in a resolution adopting a memorandum of understanding with such Related Person
with respect to and substantially consistent with such transaction prior to the
acquisition by such Related Person of the beneficial ownership of ten percent
(10%) or more of the outstanding shares of capital stock of the Corporation
normally entitled to vote in the election of directors; or
(2) The
business combination is solely between this Corporation and a Related Person,
fifty percent (50%) or more of the voting stock of which is owned by this
Corporation; provided that each stockholder of this Corporation receives the
same type of consideration in such transaction in proportion to his
stockholdings, or
(3) The
business combination is one to which any Related Person is not directly or
indirectly a party.
(B) For
purposes of this Article TENTH:
(1) The
term "business combination" shall mean (a) any merger or consolidation of this
Corporation with or into a Related Person, (b) any sale, lease, exchange,
transfer or other disposition, including without limitation, a mortgage or any
other security device, of all or any substantial part of the assets of this
Corporation (including without limitation any voting securities of a subsidiary)
or of a subsidiary, to a Related Person, (c) any merger or consolidation of a
Related Person with or into this Corporation or a subsidiary of this
Corporation, (d) any sale, lease, exchange, transfer or other disposition of all
or any substantial part of the assets of a Related Person to this Corporation or
a subsidiary of this Corporation, (e) the issuance of any securities of this
Corporation or a subsidiary of this Corporation to a Related Person, (f) the
acquisition by this Corporation or a subsidiary of this Corporation of any
securities of a Related Person, (g) any reclassification of Common Stock of this
Corporation, or any recapitalization involving Common Stock of this Corporation,
consummated within five years after a Related Person becomes a Related Person,
and (h) any agreement, contract or other arrangement providing for any of the
transactions described in this definition of business combination;
(2) The
term "Related Person" shall mean and include any individual, corporation,
partnership or other person or entity which, together with their "affiliates"
and "associates" (defined below), "beneficially" owns (as this term is defined
in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange
Act of 1934, or any subsequent amendment thereto or similar rule adopted in lieu
thereof), in the aggregate ten percent (10%) or more of the outstanding shares
of capital stock of the Corporation normally entitled to vote in the election of
directors, any "affiliate" or "associate" (as those terms are defined in the
Rule 12b-2 under the Securities Exchange Act of 1934, or any subsequent
amendment thereto or similar rule adopted in lieu thereof) of any such
individual, corporation, partnership or other person or entity;
(3) The
term "substantial part" shall mean more than ten percent (10%) of the total
assets of the corporation in question, as of the end of its most recent fiscal
year ending prior to the time the determination is being made;
(4)
Without limitation, any shares of capital stock of this Corporation which any
Related Person has the right to acquire pursuant to any agreement, or upon
exercise of conversion rights, warrants or options, or otherwise, shall be
deemed beneficially owned by such Related Person.
(C)
Notwithstanding the foregoing, the provisions of this Article TENTH shall not
apply to any stockholder of record of any class of stock of this Corporation who
is indicated as such in the stock record books of this Corporation on the date
set for determination of the stockholders entitled to notice of and to vote at
the stockholders' meeting at which this Article TENTH is adopted, except to the
extent that any such stockholder shall acquire, at any time after such record
date, ten percent (10%) or more of the outstanding shares of capital stock of
the Corporation entitled to vote in the election of directors.
4.
Article SIXTEENTH is hereby deleted.
FOURTH: That,
pursuant to the resolutions of the Board of Directors, the proposed amendments
were considered at the annual meeting of stockholders of the Corporation duly
called and held on April 29, 2010, upon notice in accordance with Section 222 of
the General Corporation Law of the State of Delaware, at which meeting the
necessary number of shares of the Corporation, as required by statute and the
Restated Certificate of Incorporation, were voted in favor of such
amendments.
FIFTH: That
said amendments were duly adopted in accordance with applicable provisions of
Section 242 of the General Corporation Law of the State of
Delaware.
IN
WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as
of the 29th day of
April, 2010.
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ROWAN
COMPANIES, INC.
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By:
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/s/
William H. Wells
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William
H. Wells
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Senior
Vice President, Chief Financial
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Officer
& Treasurer
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