<PAGE>
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Workgroup Technology Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
91 Hartwell Avenue
Lexington, Massachusetts 02421
---------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held on December 20, 2000
---------------
To the Stockholders of Workgroup Technology Corporation:
A Special Meeting of Stockholders of Workgroup Technology Corporation
(the "Corporation"), a Delaware corporation, will be held on Wednesday,
December 20, 2000 at 10:00 a.m., local time, at the offices of Testa, Hurwitz
& Thibeault, LLP, 125 High Street, Boston, Massachusetts, 02110 for the
following purposes:
1. To consider and vote upon a proposal to amend and restate the
Corporation's Amended and Restated Certificate of Incorporation to
effect a reverse stock split of the shares of the Corporation's
issued and outstanding common stock whereby one (1) share of "new"
common stock will be issued in exchange for each four (4) shares of
common stock currently issued and outstanding (any fractional shares
of common stock which result from this share exchange will not be
issued but will be rounded up and exchanged for one (1) whole share
of the "new" common stock).
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Only stockholders of record at the close of business on November 9, 2000
are entitled to notice of and to vote at the meeting and any adjournments
thereof.
All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the meeting may vote in person even if such stockholder has returned a proxy.
By Order of the Board of Directors
/s/ Patrick H. Kareiva
Patrick H. Kareiva
Secretary
Lexington, Massachusetts
November 15, 2000
<PAGE>
WORKGROUP TECHNOLOGY CORPORATION
---------------
PROXY STATEMENT
November 15, 2000
Proxies in the form enclosed with this Proxy Statement are solicited by
the Board of Directors of Workgroup Technology Corporation (the
"Corporation"), a Delaware corporation, for use at a Special Meeting of
Stockholders (the "Special Meeting") to be held on Wednesday, December 20,
2000, at 10:00 a.m., local time, at the offices of Testa, Hurwitz & Thibeault,
LLP, 125 High Street, Boston, Massachusetts, 02110. This proxy statement and
the form of proxy were first mailed to stockholders on or about November 17,
2000.
Only stockholders of record at the close of business on November 9, 2000
(the "Record Date") will be entitled to receive notice of and to vote at the
meeting and any adjournments thereof. As of that date, 7,688,372 shares of
common stock, $.01 par value per share, of the Corporation were issued and
outstanding. The holders of common stock are entitled to one vote per share on
any proposal presented at the meeting. Stockholders may vote in person or by
proxy. Execution of a proxy will not in any way affect a stockholder's right
to attend the meeting and vote in person. Any stockholder giving a proxy has
the right to revoke it (i) by filing a later-dated proxy or a written notice
of revocation with the Secretary of the Corporation at any time before it is
exercised or (ii) by voting in person at the Special Meeting (although
attendance at the Special Meeting will not, in itself, constitute revocation
of a proxy). Any written notice of revocation or subsequent proxy should be
sent so as to be delivered to Workgroup Technology Corporation, 91 Hartwell
Avenue, Lexington, Massachusetts, 02421, Attention: Secretary, at or before
the taking of the vote at the Special Meeting.
The representation in person or by proxy of at least a majority of the
outstanding common stock entitled to vote at the meeting is necessary to
constitute a quorum for the transaction of business. Votes which contain one
or more abstentions or broker "non-votes" are counted as present or
represented for purposes of determining the presence or absence of a quorum
for the meeting. A "non-vote" occurs when a nominee holding shares for a
beneficial owner votes on one proposal, but does not vote on another proposal
because, in respect to such other proposal, the nominee does not have
discretionary voting power and has not received instructions from the
beneficial owner.
With respect to the proposal to amend and restate the Corporation's
Amended and Restated Certificate of Incorporation, an affirmative vote of a
majority of the outstanding shares of common stock of the Corporation is
required for approval. An automated system administered by the Corporation's
transfer agent tabulates the votes. The vote on each matter submitted to
stockholders is tabulated separately.
The persons named as attorneys-in-fact in the proxies, Patrick H.
Kareiva and Bryan Smith, are employees and/or officers of the Corporation. The
stockholders will consider and vote upon a proposal to amend and restate the
Corporation's Amended and Restated Certificate of Incorporation. Where a
choice has been specified on the proxy with respect to the foregoing matter,
the shares represented by the proxy will be voted in accordance with the
specifications and will be voted FOR if no specification is indicated.
The Board of Directors knows of no other matters to be presented at the
meeting. If any other matter should be presented at the meeting upon which a
vote properly may be taken and upon which the proxies may exercise discretion
under applicable law, shares represented by all proxies received by the Board
of Directors will be voted with respect thereto in accordance with the
judgment of the persons named as attorneys in the proxies.
<PAGE>
MANAGEMENT AND PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth as of the Record Date: (i) the name and
address of each person who, to the knowledge of the Corporation, owned
beneficially more than 5% of the common stock of the Corporation outstanding
at such date; (ii) the name of each director; (iii) the name of each person
who served as chief executive officer for the fiscal year ended March 31,
2000; and (iv) the name of each person who received a total annual salary and
bonus in excess of $100,000 for the fiscal year ended March 31, 2000, the
number of shares owned by each of such persons and the percentage of the
outstanding shares represented thereby, and also sets forth such information
for all officers, directors and nominees as a group.
<TABLE>
<CAPTION>
Amount and Percent
Nature of Of
Name and Address of Beneficial Owner Ownership(/1/) Class(/2/)
------------------------------------ -------------- ----------
<S> <C> <C>
TA Associates Group(/3/)............................ 1,534,953 20.0%
c/o TA Associates, Inc.
125 High Street
Boston, MA 02110
Norwest Equity Partners V, L.P.(/4/)................ 666,666 8.7%
40 William Street
Suite 305
Wellesley, MA 02181
Patrick H. Kareiva(/5/)............................. 250,000 3.1%
James M. McConnell.................................. 4,000 *
Douglas A. Catalano................................. 4,000 *
John P. McDonough(/6/).............................. - -
Steven C. Schlesinger(/7/).......................... - -
Thomas J. Bilotta(/8/).............................. - -
All officers, directors and nominees as a group (6
persons)(/9/)...................................... 258,000 3.2%
</TABLE>
--------------
* Less than 1.0%.
(1) Except as otherwise noted, each person or entity named in the table has
sole voting and investment power with respect to the shares. The
inclusion herein of any shares of common stock deemed beneficially owned
does not constitute an admission of beneficial ownership of those shares.
(2) Applicable percentage of ownership as of the Record Date is based upon
7,688,372 shares of common stock outstanding on such date. Beneficial
ownership is determined in accordance with the rules of the Securities
and Exchange Commission (the "SEC"), and includes voting and investment
power with respect to shares. Shares of common stock subject to options
currently exercisable or exercisable within 60 days of the Record Date
are deemed outstanding for computing the percentage ownership of the
person holding such options, but are not deemed outstanding for computing
the percentage of any other person.
(3) Includes 880,086 shares of common stock owned by Advent VI L.P.; 406,946
shares of common stock owned by Advent Atlantic and Pacific II L.P.;
88,007 shares of common stock owned by Advent New York L.P.; 146,711
shares of common stock owned by Advent Industrial II L.P.; and 13,203
shares of common stock owned by TA Venture Investors L.P. Advent VI L.P.,
Advent Atlantic and Pacific II L.P., Advent New York L.P., Advent
Industrial II L.P. and TA Venture Investors L.P. are part of an
affiliated group of investment partnerships collectively referred to as
the TA Associates Group. TA Associates, Inc. exercises sole voting and
investment power with respect to all of the shares held of record by the
named investment partnerships, with the exception of those shares held by
TA Venture Investors Limited Partnership. The foregoing information is
based upon a Schedule 13G filed with the SEC on February 14, 2000.
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(4) Information based on a Schedule 13G which was filed with the SEC on
February 5, 1998.
(5) Includes 250,000 shares of common stock which may be purchased within 60
days of the Record Date upon the exercise of stock options. Excludes
unvested options to purchase 250,000 shares of common stock.
(6) Mr. McDonough resigned as President, Chief Executive Officer and Director
of the Corporation on September 20, 1999.
(7) Mr. Schlesinger resigned as Vice President--Business Development on
October 31, 1999.
(8) Mr. Bilotta resigned as Senior Vice President--Research and Development
on October 14, 1999.
(9) Includes 258,000 shares of common stock which may be purchased within 60
days of the Record Date upon the exercise of stock options. Excludes
unvested options to purchase 338,000 shares of common stock.
PROPOSAL 1
APPROVAL OF A ONE-FOR-FOUR REVERSE STOCK SPLIT
On September 7, 2000 the Board of Directors approved and recommended to
the stockholders that they amend and restate the Corporation's Amended and
Restated Certificate of Incorporation to effect a one-for-four reverse stock
split (the "Reverse Stock Split") which will, if approved by the stockholders,
reduce the number of outstanding shares to one quarter of the current number
of shares of common stock issued and outstanding. No other changes to the
Corporation's Amended and Restated Certificate of Incorporation are presently
under consideration. A copy of the Corporation's proposed Second Amended and
Restated Certificate of Incorporation is attached as Exhibit A to this Proxy
Statement.
Reasons for the Reverse Stock Split
On October 25, 2000, the Corporation received notice from the Nasdaq
Listing Qualifications Panel that the listing of the Corporation's common
stock would be transferred from The Nasdaq National Market to The Nasdaq
SmallCap Market effective upon the opening of business on October 30, 2000.
The trading symbol of the Corporation's common stock on The Nasdaq SmallCap
Market is "WKGPC." The Nasdaq Listing Qualifications Panel approved such
transfer subject to the following conditions: on or before January 3, 2001,
the Corporation must demonstrate a closing bid price of at least $1.00 per
share; and immediately thereafter, the Corporation must evidence a closing bid
price of at least $1.00 per share for a minimum of ten consecutive trading
days. As of the Record Date, the closing bid price for the Corporation's
common stock as reported by The Nasdaq SmallCap Market was $.375 per share.
In addition to the foregoing conditional listing requirements, in order
for the Corporation's common stock to remain listed on The Nasdaq SmallCap
Market, the Corporation and its common stock are required to continue to
comply with various listing maintenance standards established by The Nasdaq
Stock Market. Among other things, as such requirements pertain to the
Corporation, the Corporation is required to maintain net tangible assets of at
least $2,000,000 and its common stock must: (i) have at least 500,000 shares
held by persons other than officers and directors and beneficial holders of
more than 10% of the Corporation's common stock (the "public float"), (ii)
have an aggregate market value of public float of at least $1,000,000, (iii)
have a minimum bid price of at least $1.00 per share, (iv) at least two market
makers and (v) be held by at least 300 persons who hold at least 100 shares
(the foregoing requirements are collectively referred to as the "Maintenance
Standard").
The Corporation believes that, if the Reverse Stock Split is
implemented, it would be in compliance with all of the requirements of the
Maintenance Standard. However, there can be no assurance that, even after
implementing the Reverse Stock Split, the Corporation will meet or continue to
meet the requirements of the Maintenance Standard. If the Reverse Stock Split
is not approved by the stockholders and the closing bid price of the
Corporation's common stock does not otherwise rise above $1.00 by January 3,
2001, it is highly likely that the Corporation's common stock will cease to be
listed and traded on The Nasdaq SmallCap Market.
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<PAGE>
The Corporation also believes that the Reverse Stock Split could
increase the acceptance of the Corporation's common stock by the financial
community and the investing public. The Reverse Stock Split would decrease the
number of shares outstanding and presumably increase the per share market
price of the common stock. However, the share price of the common stock may
also be based on the Corporation's performance and other factors, some of
which may be unrelated to the number of shares outstanding. Accordingly, there
can be no assurance that the price of the common stock after the Reverse Stock
Split would actually increase in an amount proportionate to the decrease in
the number of outstanding shares.
Assuming the market price of the Corporation's common stock will
increase following the effectiveness of the Reverse Stock Split, management
believes that the perception of the Corporation's common stock as an
investment will improve and that the Corporation's common stock will appeal to
a broader market. Due to the volatility of low-priced stocks, management
believes the investment community generally views low-priced stock negatively.
Some brokers are reluctant to or will not recommend that their clients
purchase lower priced stocks, and institutional investors may be prohibited
from purchasing such stocks as a matter of policy. These practices may
adversely affect the liquidity of the Corporation's common stock. Management
believes that additional interest in the Corporation's common stock by the
investment community is desirable and could result in a more stable trading
market for the Corporation's common stock. An increased market price that may
result from the Reverse Stock Split may encourage interest and trading in the
Corporation's common stock.
Although the Corporation believes that the Reverse Stock Split will have
no detrimental effect on the total value of the Corporation's common stock,
there can be no assurance that the total value of the Corporation's common
stock after the Reverse Stock Split will be the same as before. To the extent
that a stockholder's holding is reduced by reason of the Reverse Stock Split
to less than 100 shares of common stock, the brokerage fees for the sale of
such shares will in all likelihood be higher than the brokerage fees
applicable to the sale of round lots of shares.
In addition, by decreasing the number of outstanding shares of common
stock, the Reverse Stock Split will increase the number of shares of the
Corporation's common stock available for future issuance. The Corporation's
Amended and Restated Certificate of Incorporation currently authorizes the
issuance of up to 30,000,000 shares of common stock and 1,000,000 shares of
preferred stock. As of the Record Date, the Corporation had 7,688,372 shares
of common stock issued and outstanding and no shares of preferred stock issued
and outstanding. If approved by the stockholders, the Reverse Stock Split will
increase the number of shares of common stock available for future issuance by
approximately 5,766,279 shares.
Although the increased number of authorized but unissued shares of
common stock could be used for a variety of purposes including the transacting
of acquisitions or business combinations, there are no currently contemplated
acquisitions or business combinations. The increased number of authorized but
unissued shares of common stock may be construed as having an anti-takeover
effect by permitting the issuance of shares to purchasers who might oppose a
hostile takeover bid or oppose any efforts to amend or repeal certain
provisions of the Corporation's Amended and Restated Certificate of
Incorporation or Amended and Restated By-laws.
Certain Other Effects of the Reverse Stock Split
As of the Record Date, there were 7,688,372 shares of common stock
outstanding. Consummation of the Reverse Stock Split would decrease the number
of outstanding shares of common stock to approximately 1,922,093 shares. There
will be no change in the number of the Corporation's authorized shares of
common stock and no change in the par value of the common stock.
Subject to the provisions for elimination of fractional shares as
described below, consummation of the Reverse Stock Split will not result in a
change in the relative equity position or voting power of the holders of
common stock or the contingent equity position of holders of stock options to
purchase shares of the Corporation's common stock.
In addition, the shares of common stock available for issuance under the
Corporation's several stock option plans and stock purchase plan will be
reduced to reflect the Reverse Stock Split, and the other relevant
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<PAGE>
terms and provisions of the Corporation's several stock option plans and stock
purchase plan will be appropriately adjusted. The number of shares of common
stock issuable upon exercise of outstanding stock options issued under the
Corporation's several stock option plans and stock purchase plan will be
reduced to give effect to the Reverse Stock Split and the exercise prices for
such stock options will be increased to give effect to the Reverse Stock
Split.
No Dissenter's Rights
Under Delaware law, stockholders are not entitled to dissenter's rights
with respect to the amending and restating of the Corporation's Amended and
Restated Certificate of Incorporation to effect the Reverse Stock Split.
Manner of Effecting the Reverse Stock Split
The Reverse Stock Split will be effected by the filing of the Second
Amended and Restated Certificate of Incorporation in substantially the form
attached as Exhibit A to this Proxy Statement with the Secretary of State of
the State of Delaware. The Reverse Stock Split will become effective on the
date of filing unless the Corporation specifies otherwise or the stockholders
vote against the Reverse Stock Split (the "Effective Date"). The Board of
Directors currently intends to file the Second Amended and Restated
Certificate of Incorporation as soon as practicable after the stockholders
approve the adoption of the Second Amended and Restated Certificate of
Incorporation.
On the Effective Date, each four (4) shares of "old" common stock will
automatically be combined and changed into one (1) share of "new" common
stock. No additional action on the part of the Corporation or any stockholder
will be required in order to effect the Reverse Stock Split. Stockholders will
be requested to exchange their certificates representing shares of common
stock held prior to the Reverse Stock Split for new certificates representing
shares of common stock issued as a result of the Reverse Stock Split.
Stockholders will be furnished the necessary materials and instructions to
effect such exchange promptly following the Effective Date by the
Corporation's transfer agent. Certificates representing shares of "old" common
stock subsequently presented for transfer will not be transferred on the books
and records of the Corporation until the certificates representing the shares
of "old " common stock have been exchanged for certificates representing
shares of "new" common stock. STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK
CERTIFICATES AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATES UNTIL REQUESTED TO
DO SO.
In the event any certificate representing shares of "old" common stock
is not presented for exchange upon request by the Corporation, any dividends
that may be declared after the Effective Date with respect to the common stock
represented by such certificate will be withheld by the Corporation until such
certificate has been properly presented for exchange, at which time all such
withheld dividends which have not yet been paid to the public official
pursuant to relevant abandoned property laws, will be paid to the holder
thereof or his designee, without interest.
No fractional shares of "new" common stock will be issued to any
stockholder. Any fractional shares of common stock which would result from the
Reverse Stock Split will not be issued, but will be rounded up and exchanged
for one (1) whole share of the "new" common stock. Accordingly, stockholders
of record who would otherwise be entitled to receive fractional shares of
"new" common stock, will, upon surrender of their certificates representing
"old" shares of common stock, receive one (1) share of "new" common stock.
Federal Income Tax Consequences of the Reverse Stock Split
The following discussion of United States federal income tax
consequences of the Reverse Stock Split is based upon the provisions of the
Internal Revenue Code of 1986, as amended, as in effect on the date of this
Proxy Statement, current regulations, judicial authority and current
administrative rulings of the Internal Revenue Service. It is not intended to
be a complete discussion of all of the federal income tax consequences of the
Reverse Stock Split. In addition, there may be foreign, state or local tax
consequences that are not discussed herein.
5
<PAGE>
The combination and change of each four (4) shares of "old" common stock
into one (1) share of "new" common stock will be a tax-free transaction, and
the holding period and tax basis of the "old" common stock will be transferred
to the "new" common stock received in exchange therefor. This discussion
should not be considered tax advice.
The affirmative vote of a majority of the shares of the Corporation's
common stock outstanding will be required to approve Proposal 1. Unless
otherwise indicated, properly executed Proxies will be voted in favor of
Proposal 1.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE "FOR" THE REVERSE STOCK SPLIT.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the Proxy Statement
to be furnished to all stockholders entitled to vote at the next annual
meeting of stockholders of the Corporation must be received at the
Corporation's principal executive offices not later than February 27, 2001.
The deadline for providing timely notice to the Corporation of matters that
stockholders otherwise desire to introduce at the next annual meeting of
stockholders of the Corporation is February 27, 2001, provided, however,
notice shall not be given prior to January 28, 2001. Further, any proposals
must comply with the other procedural requirements set forth in the
Corporation's By-laws, a copy of which is on file with the SEC, and as set
forth by the SEC. In order to curtail any controversy as to the date on which
a proposal was received by the Corporation, it is suggested that proponents
submit their proposals by Certified Mail, Return Receipt Requested to
Workgroup Technology Corporation, 91 Hartwell Avenue, Lexington,
Massachusetts, 02421, Attention: Corporate Secretary.
EXPENSES AND SOLICITATION
The cost of solicitation of proxies will be borne by the Corporation,
and in addition to soliciting stockholders by mail through its regular
employees, the Corporation may request banks, brokers and other custodians,
nominees and fiduciaries to solicit their customers who have stock of the
Corporation registered in the names of a nominee and, if so, will reimburse
such banks, brokers and other custodians, nominees and fiduciaries for their
reasonable out-of-pocket costs. Solicitation by officers and employees of the
Corporation may also be made of some stockholders in person or by mail,
telephone or telegraph following the original solicitation. The Corporation
has retained Corporate Investor Communications, Inc. to assist in the
solicitation of proxies. The Corporation will bear all reasonable solicitation
fees and expenses and the Corporation estimates that such fees and expenses
should be approximately $7,000 in the aggregate.
The contents and the sending of this Proxy Statement have been approved
by the Board of Directors of the Corporation.
6
<PAGE>
Exhibit A
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
WORKGROUP TECHNOLOGY CORPORATION
The undersigned, an authorized officer of Workgroup Technology
Corporation, a corporation organized and existing under the laws of the State
of Delaware, hereby certifies as follows:
1.The name of the corporation is Workgroup Technology Corporation. The
original certificate of incorporation of the corporation was filed with the
Secretary of State of the State of Delaware on May 11, 1992.
2.The amendment and restatement of the certificate of incorporation has
been duly adopted by both the Board of Directors and the stockholders of the
corporation in accordance with the provisions of Sections 141, 222, 242 and
245 of the General Corporation Law of the State of Delaware.
3.Pursuant to Sections 242 and 245 of the General Corporation Law of the
State of Delaware, this Second Amended and Restated Certificate of
Incorporation restates and integrates and further amends the provisions of the
corporation's certificate of incorporation as heretofore amended, restated or
supplemented.
4.The text of the Second Amended and Restated Certificate of
Incorporation reads in its entirety as follows:
FIRST. The name of the Corporation is Workgroup Technology Corporation
(the "Corporation").
SECOND. The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, Wilmington, County of New Castle,
Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of the State of Delaware.
FOURTH. Effective upon the filing of this Second Amended and Restated
Certificate of Incorporation with the Secretary of State of the State of
Delaware (the "Effective Date"), each share of Common Stock, $.01 par value
per share (the "Old Common Stock"), then issued and outstanding or held in the
treasury of the Corporation at the close of business on the Effective Date
shall automatically be reclassified, converted and changed into 0.25 share of
Common Stock, $.01 par value per share ("New Common Stock"), of the
Corporation without any further action by the holders of such shares of Old
Common Stock (and any fractional shares resulting from such exchange will not
be issued but will be rounded up and exchanged for one (1) whole share of New
Common Stock). Each stock certificate representing shares of Old Common Stock
shall thereafter represent that number of shares of New Common Stock into
which the shares of Old Common Stock represented by such certificate shall
have been reclassified; provided, however, that each person holding of record
a stock certificate or certificates that represented shares of Old Common
Stock shall receive, upon surrender of such certificate or certificates, a new
certificate or certificates evidencing and representing the number of shares
of New Common Stock to which such person is entitled. The New Common Stock
issued in this exchange shall have the same rights and preferences as the
Common Stock (as defined below).
The total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is 31,000,000 shares, consisting of
30,000,000 shares of Common Stock with a par value of $.01 per share
A-1
<PAGE>
(the "Common Stock") and 1,000,000 shares of Preferred Stock with a par value
of $.01 per share (the "Preferred Stock").
A description of the respective classes of stock and a statement of the
designations, powers, preferences and rights, and the qualifications,
limitations and restrictions of the Preferred Stock and Common Stock are as
follows:
A. COMMON STOCK
1.General. All shares of Common Stock will be identical and will entitle
the holders thereof to the same rights, powers and privileges. The rights,
powers and privileges of the holders of the Common Stock are subject to and
qualified by the rights of holders of the Preferred Stock.
2.Dividends. Dividends may be declared and paid on the Common Stock from
funds lawfully available therefor as and when determined by the Board of
Directors and subject to any preferential dividend rights of any then
outstanding Preferred Stock.
3.Dissolution, Liquidation or Winding Up. In the event of any
dissolution, liquidation or winding up of the affairs of the Corporation,
whether voluntary or involuntary, each issued and outstanding share of Common
Stock shall entitle the holder thereof to receive an equal portion of the net
assets of the Corporation available for distribution to the holders of Common
Stock, subject to any preferential rights of any then outstanding Preferred
Stock.
4.Voting Rights. Except as otherwise required by law or this Second
Amended and Restated Certificate of Incorporation, each holder of Common Stock
shall have one vote in respect of each share of stock held of record by such
holder on the books of the Corporation for the election of directors and on
all matters submitted to a vote of stockholders of the Corporation. Except as
otherwise required by law or provided herein, holders of Common Stock shall
vote together with holders of the Preferred Stock as a single class, subject
to any special or preferential voting rights of any then outstanding Preferred
Stock. There shall be no cumulative voting.
B. PREFERRED STOCK
The Preferred Stock may be issued in one or more series at such time or
times and for such consideration or considerations as the Board of Directors
of the Corporation may determine. Each series shall be so designated as to
distinguish the shares thereof from the shares of all other series and
classes. Except as otherwise provided in this Second Amended and Restated
Certificate of Incorporation, different series of Preferred Stock shall not be
construed to constitute different classes of shares for the purpose of voting
by classes.
The Board of Directors is expressly authorized to provide for the
issuance of all or any shares of the undesignated Preferred Stock in one or
more series, each with such designations, preferences, voting powers (or
special, preferential or no voting powers), relative, participating, optional
or other special rights and privileges and such qualifications, limitations or
restrictions thereof as shall be stated in the resolution or resolutions
adopted by the Board of Directors to create such series, and a certificate of
said resolution or resolutions (a "Certificate of Designation") shall be filed
in accordance with the General Corporation Law of the State of Delaware. The
authority of the Board of Directors with respect to each such series shall
include, without limitation of the foregoing, the right to provide that the
shares of each such series may be: (i) subject to redemption at such time or
times and at such price or prices; (ii) entitled to receive dividends (which
may be cumulative or non-cumulative) at such rates, on such conditions, and at
such times, and payable in preference to, or in such relation to, the
dividends payable on any other class or classes or any other series; (iii)
entitled to such rights upon the dissolution of, or upon any distribution of
the assets of, the Corporation; (iv) convertible into, or exchangeable for,
shares of any other class or classes of stock, or of any other series of the
same or any other class or classes of stock of the Corporation at such price
or prices or at such rates of exchange and with such
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adjustments, if any; (v) entitled to the benefit of such limitations, if any,
on the issuance of additional shares of such series or shares of any other
series of Preferred Stock; or (vi) entitled to such other preferences, powers,
qualifications, rights and privileges, all as the Board of Directors may deem
advisable and as are not inconsistent with law and the provisions of this
Second Amended and Restated Certificate of Incorporation.
FIFTH. The Corporation is to have perpetual existence.
SIXTH. The following provisions are included for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its Board of Directors and stockholders:
1.The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors of the
Corporation.
2.The Board of Directors of the Corporation is expressly
authorized to adopt, amend or repeal the By-laws of the
Corporation, subject to any limitation thereof contained in the
By-laws. The stockholders shall also have the power to adopt,
amend or repeal the By-laws of the Corporation; provided, however,
that, in addition to any vote of the holders of any class or
series of stock of the Corporation required by law or by this
Second Amended and Restated Certificate of Incorporation, the
affirmative vote of the holders of at least seventy-five percent
(75%) of the voting power of all of the then outstanding shares of
the capital stock of the Corporation entitled to vote generally in
the election of directors, voting together as a single class,
shall be required to adopt, amend or repeal any provision of the
By-laws of the Corporation.
3.Stockholders of the Corporation may not take any action by
written consent in lieu of a meeting.
4.Special meetings of stockholders may be called at any time
only by the President, the Chairman of the Board of Directors (if
any) or a majority of the Board of Directors. Business transacted
at any special meeting of stockholders shall be limited to matters
relating to the purpose or purposes stated in the notice of
meeting.
5.The books of the Corporation may be kept at such place
within or without the State of Delaware as the By-laws of the
Corporation may provide or as may be designated from time to time
by the Board of Directors of the Corporation.
SEVENTH.
1.Number of Directors. The number of directors which shall constitute
the whole Board of Directors shall be determined by resolution of a majority
of the Board of Directors, but in no event shall the number of directors be
less than three. The number of directors may be decreased at any time and from
time to time by a majority of the directors then in office, but only to
eliminate vacancies existing by reason of the death, resignation, removal or
expiration of the term of one or more directors. The directors shall be
elected at the annual meeting of stockholders by such stockholders as have the
right to vote on such election. Directors need not be stockholders of the
Corporation.
2.Classes of Directors. The Board of Directors shall be and is divided
into three classes: Class I, Class II and Class III. No one class shall have
more than one director more than any other class.
3.Election of Directors. Elections of directors need not be by written
ballot except as and to the extent provided in the By-laws of the Corporation.
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4.Terms of Office. Each director shall serve for a term ending on the
date of the third annual meeting following the annual meeting at which such
director was elected; provided, however, that each initial director in Class I
shall serve for a term ending on the date of the annual meeting next following
the end of the Corporation's fiscal year ending March 31, 1996; each initial
director in Class II shall serve for a term ending on the date of the annual
meeting next following the end of the Corporation's fiscal year ending March
31, 1997; and each initial director in Class III shall serve for a term ending
on the date of the annual meeting next following the end of the Corporation's
fiscal year ending March 31, 1998.
5.Allocation of Directors Among Classes in the Event of Increases or
Decreases in the Number of Directors. In the event of any increase or decrease
in the authorized number of directors, (i) each director then serving as such
shall nevertheless continue as director of the class of which he or she is a
member until the expiration of such director's current term or his or her
prior death, retirement or resignation and (ii) the newly created or
eliminated directorships resulting from such increase or decrease shall be
apportioned by the Board of Directors among the three classes of directors so
as to ensure that no one class has more than one director more than any other
class. To the extent possible, consistent with the foregoing rule, any newly
created directorships shall be added to those classes whose terms of office
are to expire at the earliest dates following such allocation. No decrease in
the number of director constituting the whole Board of Directors shall shorten
the term of an incumbent Director.
6.Tenure. Notwithstanding any provisions to the contrary contained
herein, each director shall hold office until his or her successor is elected
and qualified, or until his or her earlier death, resignation or removal.
7.Vacancies. Unless and until filled by the stockholders, any vacancy in
the Board of Directors, however occurring, including a vacancy resulting from
an enlargement of the Board of Directors, may be filled only by vote of a
majority of the directors then in office, even if less than a quorum, or by a
sole remaining director. A director elected to fill a vacancy shall be elected
for the unexpired term of his or her predecessor in office, if applicable, and
a director chosen to fill a position resulting from an increase in the number
of directors shall hold office until the next election of the class for which
such director shall have been chosen and until his or her successor is elected
and qualified, or until his or her earlier death, resignation or removal.
8.Quorum. A majority of the total number of the whole Board of Directors
shall constitute a quorum at all meetings of the Board of Directors. In the
event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such
director so disqualified; provided, however, that in no case shall less than
one-third (1/3) of the number so fixed constitute a quorum. In the absence of
a quorum at any such meeting, a majority of the directors present may adjourn
the meeting from time to time without further notice other than announcement
at the meeting, until a quorum shall be present.
9.Action at Meeting. At any meeting of the Board of Directors at which a
quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law or the
Corporation's By-laws.
10.Removal. Any one or more or all of the directors may be removed
without cause only by the holders of at least seventy-five percent (75%) of
the shares then entitled to vote at an election of directors. Any one or more
or all of the directors may be removed with cause only by the holders of at
least a majority of the shares then entitled to vote at an election of
directors.
11.Stockholder Nominations and Introduction of Business, Etc. Advance
notice of stockholder nominations for election of directors and other business
to be brought by stockholders before a meeting of stockholders shall be given
in the manner provided in the By-laws of the Corporation.
12.Rights of Preferred Stock. The provisions of this Article are subject
to the rights of the holders of any series of Preferred Stock from time to
time outstanding.
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EIGHTH. No director (including any advisory director) of the Corporation
shall be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director notwithstanding any
provision of law imposing such liability; provided, however, that, to the
extent provided by applicable law, this provision shall not eliminate the
liability of a director (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. No amendment to or repeal of this provision shall
apply to or have any effect on the liability or alleged liability of any
director for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.
NINTH. The Board of Directors of the Corporation, when evaluating any
offer of another party (a) to make a tender or exchange offer for any equity
security of the Corporation or (b) to effect a business combination, shall, in
connection with the exercise of its judgment in determining what is in the
best interests of the Corporation as whole, be authorized to give due
consideration to any such factors as the Board of Directors determines to be
relevant, including, without limitation:
(i) the interests of the Corporation's stockholders,
including the possibility that these interests might be best
served by the continued independence of the Corporation;
(ii) whether the proposed transaction might violate federal
or state laws;
(iii) not only the consideration being offered in the
proposed transaction, in relation to the then current market price
for the outstanding capital stock of the Corporation, but also to
the market price for the capital stock of the Corporation over a
period of years, the estimated price that might be achieved in a
negotiated sale of the Corporation as a whole or in part or
through orderly liquidation, the premiums over market price for
the securities of other corporations in similar transactions,
current political, economic and other factors bearing on
securities prices and the Corporation's financial condition and
future prospects; and
(iv) the social, legal and economic effects upon employees,
suppliers, customers, creditors and others having similar
relationships with the Corporation, upon the communities in which
the Corporation conducts its business and upon the economy of the
state, region and nation.
In connection with any such evaluation, the Board of Directors is authorized
to conduct such investigations and engage in such legal proceedings as the
Board of Directors may determine.
TENTH.
1.Actions, Suits and Proceedings Other Than by or in the Right of the
Corporation. The Corporation shall indemnify each person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that he is or was, or has agreed to become, a director or
officer of the Corporation, or is or was serving, or has agreed to serve, at
the request of the Corporation, as a director, officer or trustee of, or in a
similar capacity with, another corporation, partnership, joint venture, trust
or other enterprise (including any employee benefit plan) (all such persons
being referred to hereafter as an "Indemnitee"), or by reason of any action
alleged to have been taken or omitted in such capacity, against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or on his behalf in connection with
such action, suit or proceeding and any appeal therefrom, 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 Corporation, 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,
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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 Corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful. Notwithstanding
anything to the contrary in this Article, except as set forth in Section 6
below, the Corporation shall not indemnify an Indemnitee seeking
indemnification in connection with a proceeding (or part thereof) initiated by
the Indemnitee unless the initiation thereof was approved by the Board of
Directors of the Corporation.
2.Actions or Suits by or in the Right of the Corporation. The
Corporation shall indemnify any Indemnitee 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 Corporation to procure a judgment in its
favor by reason of the fact that he is or was, or has agreed to become, a
director or officer of the Corporation, or is or was serving, or has agreed to
serve, at the request of the Corporation, as a director, officer or trustee
of, or in a similar capacity with, another corporation, partnership, joint
venture, trust or other enterprise (including any employee benefit plan), or
by reason of any action alleged to have been taken or omitted in such
capacity, against all expenses (including attorneys' fees) and amounts paid in
settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal therefrom, 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 Corporation, 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 to the Corporation
unless and only to the extent that the Court of Chancery of Delaware or the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of such liability but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses (including attorneys' fees) which the
Court of Chancery of Delaware or such other court shall deem proper.
3.Indemnification for Expenses of Successful Party. Notwithstanding the
other provisions of this Article, to the extent that an Indemnitee has been
successful, on the merits or otherwise, in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of this Article, or in defense of
any claim, issue or matter therein, or on appeal from any such action, suit or
proceeding, he shall be indemnified against all expenses (including attorneys'
fees) actually and reasonably incurred by him or on his behalf in connection
therewith. Without limiting the foregoing, if any action, suit or proceeding
is disposed of, on the merits or otherwise (including a disposition without
prejudice), without (i) the disposition being adverse to the Indemnitee, (ii)
an adjudication that the Indemnitee was liable to the Corporation, (iii) a
plea of guilty or nolo contendere by the Indemnitee, (iv) an adjudication that
the Indemnitee did not act in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation, and
(v) with respect to any criminal proceeding, an adjudication that the
Indemnitee had reasonable cause to believe his conduct was unlawful, the
Indemnitee shall be considered for the purpose hereof to have been wholly
successful with respect thereto.
4.Notification and Defense of Claim. As a condition precedent to his
right to be indemnified, the Indemnitee must notify the Corporation in writing
as soon as practicable of any action, suit, proceeding or investigation
involving him for which indemnity will or could be sought. With respect to any
action, suit, proceeding or investigation of which the Corporation is so
notified, the Corporation will be entitled to participate therein at its own
expense and/or to assume the defense thereof at its own expense, with legal
counsel reasonably acceptable to the Indemnitee. After notice from the
Corporation to the Indemnitee of its election so to assume such defense, the
Corporation shall not be liable to the Indemnitee for any legal or other
expenses subsequently incurred by the Indemnitee in connection with such
claim, other than as provided below in this Section 4. The Indemnitee shall
have the right to employ his own counsel in connection with such claim, but
the fees and expenses of such counsel incurred after notice from the
Corporation of its assumption of the defense thereof shall be at the expense
of the Indemnitee unless (i) the employment of counsel by the Indemnitee has
been authorized by the Corporation, (ii) counsel to the Indemnitee shall have
reasonably concluded that there may be a conflict of interest or position on
any significant issue between the Corporation and the Indemnitee in the
conduct of the defense of such action or (iii) the Corporation shall not in
fact have employed counsel to assume the defense of such action, in each of
which cases the fees and expenses of counsel for the Indemnitee shall be
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at the expense of the Corporation, except as otherwise expressly provided by
this Article. The Corporation shall not be entitled, without the consent of
the Indemnitee, to assume the defense of any claim brought by or in the right
of the Corporation or as to which counsel for the Indemnitee shall have
reasonably made the conclusion provided for in clause (ii) above.
5.Advance of Expenses. Subject to the provisions of Section 6 below, in
the event that the Corporation does not assume the defense pursuant to Section
4 of this Article of any action, suit, proceeding or investigation of which
the Corporation receives notice under this Article, any expenses (including
attorneys' fees) incurred by an Indemnitee in defending a civil or criminal
action, suit, proceeding or investigation or any appeal therefrom shall be
paid by the Corporation in advance of the final disposition of such matter,
provided, however, that the payment of such expenses incurred by an Indemnitee
in advance of the final disposition of such matter shall be made only upon
receipt of an undertaking by or on behalf of the Indemnitee to repay all
amounts so advanced in the event that it shall ultimately be determined that
the indemnitee is not entitled to be indemnified by the Corporation as
authorized in this Article. Such undertaking may be accepted without reference
to the financial ability of such person to make such repayment.
6.Procedure for Indemnification. In order to obtain indemnification or
advancement of expenses pursuant to Section 1, 2, 3 or 5 of this Article, the
Indemnitee shall submit to the Corporation a written request, including in
such request such documentation and information as is reasonably available to
the Indemnitee and is reasonably necessary to determine whether and to what
extent the Indemnitee is entitled to indemnification or advancement of
expenses. Any such indemnification or advancement of expenses shall be made
promptly, and in any event within 60 days after receipt by the Corporation of
the written request of the Indemnitee, unless with respect to requests under
Section 1, 2 or 5 the Corporation determines, by clear and convincing
evidence, within such 60-day period that the Indemnitee did not meet the
applicable standard of conduct set forth in Section 1 or 2, as the case may
be. Such determination shall be made in each instance by (a) a majority vote
of the directors of the Corporation who are not at that time parties to the
action, suit or proceeding in question ("disinterested directors"), even
though less than a quorum, (b) if there are no such disinterested directors,
or if such disinterested directors so direct, by independent legal counsel
(who may be regular legal counsel to the corporation) in a written opinion,
(c) a majority vote of a quorum of the outstanding shares of stock of all
classes entitled to vote for directors, voting as a single class, which quorum
shall consist of stockholders who are not at that time parties to the action,
suit or proceeding in question, or (d) a court of competent jurisdiction.
7.Remedies. The right to indemnification or advances as granted by this
Article shall be enforceable by the Indemnitee in any court of competent
jurisdiction if the Corporation denies such request, in whole or in part, or
if no disposition thereof is made within the 60-day period referred to above
in Section 6. Unless otherwise provided by law, the burden of proving that the
Indemnitee is not entitled to indemnification or advancement of expenses under
this Article shall be on the Corporation. Neither the failure of the
Corporation to have made a determination prior to the commencement of such
action that indemnification is proper in the circumstances because the
Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Corporation pursuant to Section 6 that the Indemnitee has
not met such applicable standard of conduct, shall be a defense to the action
or create a presumption that the Indemnitee has not met the applicable
standard of conduct. The Indemnitee's expenses (including attorneys' fees)
incurred in connection with successfully establishing his right to
indemnification, in whole or in part, in any such proceeding shall also be
indemnified by the Corporation.
8.Subsequent Amendment. No amendment, termination or repeal of this
Article or of the relevant provisions of the General Corporation Law of the
State of Delaware or any other applicable laws shall affect or diminish in any
way the rights of any Indemnitee to indemnification under the provisions
hereof with respect to any action, suit, proceeding or investigation arising
out of or relating to any actions, transactions or facts occurring prior to
the final adoption of such amendment, termination or repeal.
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9.Other Rights. The indemnification and advancement of expenses provided
by this Article shall not be deemed exclusive of any other rights to which an
Indemnitee seeking indemnification or advancement of expenses may be entitled
under any law (common or statutory), agreement or vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in any other capacity while holding office for the
Corporation, and shall continue as to an Indemnitee who has ceased to be a
director or officer, and shall inure to the benefit of the estate, heirs,
executors and administrators of the Indemnitee. Nothing contained in this
Article shall be deemed to prohibit, and the Corporation is specifically
authorized to enter into, agreements with officers and directors providing
indemnification rights and procedures different from those set forth in this
Article. In addition, the Corporation may, to the extent authorized from time
to time by its Board of Directors, grant indemnification rights to other
employees or agents of the Corporation or other persons serving the
Corporation and such rights may be equivalent to, or greater or less than,
those set forth in this Article.
10.Partial Indemnification. If an Indemnitee is entitled under any
provision of this Article to indemnification by the Corporation for some or a
portion of the expenses (including attorneys' fees), judgments, fines or
amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with any action, suit, proceeding or investigation and
any appeal therefrom but not, however, for the total amount thereof, the
Corporation shall nevertheless indemnify the Indemnitee for the portion of
such expenses (including attorneys' fees), judgments, fines or amounts paid in
settlement to which the Indemnitee is entitled.
11.Insurance. The Corporation may purchase and maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust or
other enterprise (including any employee benefit plan) against any expense,
liability or loss incurred by him in any such capacity, or arising out of his
status as such, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the
General Corporation Law of the State of Delaware.
12.Merger or Consolidation. If the Corporation is merged into or
consolidated with another corporation and the Corporation is not the surviving
corporation, the surviving corporation shall assume the obligations of the
Corporation under this Article with respect to any action, suit, proceeding or
investigation arising out of or relating to any actions, transactions or facts
occurring prior to the date of such merger or consolidation.
13.Savings Clause. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Indemnitee as to any expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
in connection with any action, suit, proceeding or investigation, whether
civil, criminal or administrative, including an action by or in the right of
the Corporation, to the fullest extent permitted by an applicable portion of
this Article that shall not have been invalidated and to the fullest extent
permitted by applicable law.
14.Definitions. Terms used herein and defined in Section 145(h) and
Section 145(i) of the General Corporation Law of the State of Delaware shall
have the respective meanings assigned to such terms in such Section 145(h) and
Section 145(i).
15.Subsequent Legislation. If the General Corporation Law of the State
of Delaware is amended after adoption of this Article to expand further the
indemnification permitted to Indemnitees, then the Corporation shall indemnify
such persons to the fullest extent permitted by the General Corporation Law of
the State of Delaware, as so amended.
ELEVENTH. The Corporation reserves the right to amend or repeal any
provision contained in this Second Amended and Restated Certificate of
Incorporation in the manner prescribed by the laws of the State of Delaware
and all rights conferred upon stockholders are granted subject to this
reservation, provided, however,
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that in addition to the vote of the holders of any class or series of stock of
the Corporation required by law or by this Second Amended and Restated
Certificate of Incorporation, but in addition to any vote of the holders of
any class or series of stock of the Corporation required by law, this Second
Amended and Restated Certificate of Incorporation or a Certificate of
Designation with respect to a series of Preferred Stock, the affirmative vote
of the holders of shares of voting stock of the Corporation representing at
least seventy-five percent (75%) of the voting power of all of the then
outstanding shares of the capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class,
shall be required to (i) reduce or eliminate the number of authorized shares
of Common Stock or the number of authorized shares of Preferred Stock set
forth in Article FOURTH or (ii) amend or repeal, or adopt any provision
inconsistent with, Parts A and B of Article FOURTH And Articles FIFTH, SIXTH,
SEVENTH, EIGHTH, NINTH, TENTH and this Article ELEVENTH of this Second Amended
and Restated Certificate of Incorporation.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned has hereunto signed his name and
affirms that the statements made in this Second Amended and Restated
Certificate of Incorporation are true under the penalties of perjury this
day of , 2000.
_____________________________________
Patrick H. Kareiva
Chairman, President and Chief
Executive Officer
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WORKGROUP TECHNOLOGY CORPORATION
PROXY
Proxy for a Special Meeting of Stockholders
To be held December 20, 2000
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Patrick H. Kareiva and Bryan Smith, and each of
them, proxies, with full power of substitution, to vote all shares of stock of
Workgroup Technology Corporation (the "Company") which the undersigned is
entitled to vote at a Special Meeting of Stockholders of the Company to be held
on Wednesday, December 20, 2000, at 10:00 a.m., local time, at the offices of
Testa, Hurwitz & Thibeault, LLP, 125 High Street, 22nd Floor, Boston,
Massachusetts 02110, and at any adjournments thereof, upon matters set forth in
the Notice of Special Meeting of Stockholders and Proxy Statement dated November
15, 2000, a copy of which has been received by the undersigned. Execution of a
proxy will not in any way affect a stockholder's right to attend the meeting and
vote in person. The proxies are further authorized to vote, in their discretion,
upon such other business as may properly come before the meeting or any
adjournments thereof, and upon which the persons named as attorneys in the
proxies may exercise discretion under applicable law.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE SIDE
<PAGE>
[X] Please mark votes as in this example.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED "FOR" PROPOSALS 1 AND 2.
1. To consider and vote upon a proposal to amend and
restate the Company's Amended and Restated Certificate
of Incorporation to effect a reverse stock split of the
shares of the Company's issued and outstanding common
stock whereby one (1) share of "new" common stock will
be issued in exchange for each four (4) shares of
common stock currently issued and outstanding (any
fractional shares of common stock which result from
this share exchange will not be issued but will be
rounded up and exchanged for one (1) whole share of the
"new" common stock).
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. To transact such other business as may properly come
before the meeting or any adjournments thereof.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
[ ] MARK HERE IF YOU PLAN TO ATTEND THE MEETING
[ ] MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
If signing as attorney, executor, trustee or guardian,
please give your full title as such. If stock is held
jointly, each owner should sign.
----------------------------------------
Signature Date
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Signature Date
