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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10/A
FILED PURSUANT TO SECTION 12(B) OR 12(G) OF
THE SECURITIES EXCHANGE ACT OF 1934
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UNISOURCE WORLDWIDE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 13-5369500
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
825 DUPORTAIL ROAD 19087-5589
WAYNE, PENNSYLVANIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)
Registrant's telephone number, including area code: (610) 296-8000
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS TO BE REGISTERED NAME OF EACH EXCHANGE ON WHICH EACH
COMMON STOCK, PAR VALUE $0.001 PER CLASS IS TO BE REGISTERED
SHARE NEW YORK STOCK EXCHANGE
PHILADELPHIA STOCK EXCHANGE
CHICAGO STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
None
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.
Unisource Worldwide, Inc.
/s/ Ray B. Mundt
By: _________________________________
Name: Ray B. Mundt
Title: Chairman and Chief
Executive Officer
Date: December 11, 1996
II-1
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EXHIBIT 3.1
CERTIFICATE
as to
RESTATED CERTIFICATE OF INCORPORATION
of
UNISOURCE WORLDWIDE, INC.
UNISOURCE WORLDWIDE, INC., a Delaware corporation which filed its
Certificate of Incorporation on August 28, 1975 under the name SAXON INDUSTRIES,
INC., hereby restates, integrates and amends its Certificate of Incorporation
pursuant to Sections 242 and 245 of the General Corporation Law of the State of
Delaware, and DOES HEREBY CERTIFY:
1. That the Board of Directors of such corporation, by unanimous
written consent, adopted a resolution proposing and declaring advisable the
Restated Certificate of Incorporation attached hereto as Exhibit A.
2. The sole stockholder of the corporation has given its written
consent to said Restated Certificate of Incorporation in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, UNISOURCE WORLDWIDE, INC. has caused this
certificate to be signed by its duly authorized officer this 11th day of
December, 1996.
UNISOURCE WORLDWIDE, INC.
By: /s/ Hush G. Moulton
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Title: Executive Vice President --
Chief Administrative Officer
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Exhibit A
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RESTATED CERTIFICATE OF INCORPORATION
OF
UNISOURCE WORLDWIDE, INC.
FIRST: The name of the corporation is Unisource Worldwide, Inc.
(hereinafter referred to as the "Corporation").
SECOND: The registered office of the Corporation is to be located at
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in the
County of New Castle, in the State of Delaware. The name of its registered
agent at that address is The Corporation Trust Company.
THIRD: The purpose of the Corporation 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 ("GCL").
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is two hundred and sixty million (260,000,000) shares,
consisting of two hundred and fifty million (250,000,000) shares of common
stock, each with a par value of $0.001 per share (hereinafter referred to as the
"Common Stock"), and ten million (10,000,000) shares of preferred stock, each
with a par value of $0.001 per share (hereinafter referred to as the "Preferred
Stock"). The powers, designations, preferences and relative, participating,
optional or other special rights (and the qualifications, limitations or
restrictions thereof) of the Common Stock and the Preferred Stock are as
follows:
A. Preferred Stock.
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The Board of Directors is hereby expressly authorized at any time, and
from time to time, to create and provide for the issuance of shares of
Preferred Stock in one or more series and, by filing a certificate pursuant
to the GCL (hereinafter referred to as a "Preferred Stock Designation"), to
establish the number of shares to be included in each such series, and to
fix the designations, preferences and relative, participating, optional or
other special rights of the shares of each such series and the
qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions providing for the issue thereof
adopted by the Board of Directors, including, but not limited to, the
following:
(1) the designation of and the number of shares constituting such
series, which number the Board of Director may thereafter (except as
otherwise provided in the Preferred Stock
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Designation) increase or decrease (but not below the number of shares
of such series then outstanding);
(2) the dividend rate for the payment of dividends on such
series, if any, the conditions and dates upon which such dividends
shall be payable, the preference or relation which such dividends, if
any, shall bear to the dividends payable on any other class or classes
of or any other series of capital stock, the conditions and dates upon
which such dividends, if any, shall be payable, and whether such
dividends, if any, shall be cumulative or non-cumulative;
(3) whether the shares of such series shall be subject to
redemption by the Corporation, and, if made subject to such
redemption, the times, prices and other terms and conditions of such
redemption;
(4) the terms and amount of any sinking fund provided for the
purchase or redemption of the shares of such series;
(5) whether or not the shares of such series shall be convertible
into or exchangeable for shares of any other class or classes of, any
other series of any class or classes of capital stock of, or any other
security of, the Corporation or any other corporation, and, if
provision be made for any such conversion or exchange, the times,
prices, rates, adjustments and any other terms and conditions of such
conversion or exchange;
(6) the extent, if any, to which the holders of the shares of
such series shall be entitled to vote as a class or otherwise with
respect to the election of directors or otherwise;
(7) the restrictions, if any, on the issue or reissue of shares
of the same series or of any other class or series;
(8) the amounts payable on and the preferences, if any, of the
shares of such series in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation; and
(9) any other relative rights, preferences and limitations of
that series.
B. Common Stock.
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Each holder of Common Stock shall have one vote in respect of each
share of Common Stock held by such holder of record on the books of the
Corporation for the election of directors and on all other matters on which
stockholders of the Corporation are entitled to vote. Subject to any
rights that may be conferred upon any holders of Preferred Stock, upon
dissolution, the holders of Common Stock then outstanding shall be entitled
to receive the net assets of the Corporation. Such net assets shall be
divided among and paid to the holders of Common Stock, on a pro-rata basis,
according to the number of shares of Common Stock held by them. Subject to
any rights that may be conferred upon any holders of Preferred Stock, the
holders of shares of Common Stock shall be entitled to receive, when and if
declared by the Board of Directors, out of the assets of the Corporation
which are by law available therefor, dividends payable either in cash, in
stock or otherwise.
FIFTH: The Corporation is to have perpetual existence.
SIXTH:
A. Subject to the rights of the holders of any series of Preferred
Stock or any other series or class of stock as set forth in this
Certificate of Incorporation to elect additional directors under specified
circumstances, the number of directors of the Corporation shall be fixed,
and may be increased or decreased from time to time, in such a manner as
may be prescribed by the By-laws of the Corporation.
B. Unless and except to the extent that the By-laws of the
Corporation shall so require, the election of directors of the Corporation
need not be by written ballot.
C. The directors, other than those who may be elected by the holders
of any series of Preferred Stock or any other series or class of stock
(except for Common Stock) as set forth in this Certificate of
Incorporation, shall be divided into three classes as nearly equal in size
as possible and designated as Class I, Class II and Class III. Class I
directors shall be initially elected for a term expiring at the 1997 annual
meeting of stockholders, Class II directors shall be initially elected for
a term expiring at the 1998 annual meeting of stockholders, and Class III
directors shall be initially elected for a term expiring at the 1999 annual
meeting of stockholders. Members of each class shall hold office until
their successors are elected and qualified. At each annual meeting of the
stockholders of the Corporation, the successors of the class of directors
whose term expires at that meeting shall be elected to hold office for a
term expiring at the annual meeting of stockholders held in the third year
following the year of their election, and until their successors are
elected and qualified.
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D. Advance notice of stockholder nominations for the election of
directors and advance notice of other stockholder action proposed to be
taken at a stockholder's meeting shall be given in the manner provided in
the By-laws of the Corporation.
E. Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of
shares representing at least 66-2/3% of the voting power of the then
outstanding voting stock of the Corporation entitled to vote in elections
of directors generally, voting together as a single class, shall be
required to amend, repeal or adopt any provisions inconsistent with this
Article SIXTH.
SEVENTH: The Board of Directors shall have the power, in addition to the
stockholders, to make, alter, or repeal the By-laws of the Corporation.
EIGHTH: A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (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 GCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
Neither the amendment nor repeal of this Article EIGHTH, nor the adoption of any
provision of this Restated Certificate of Incorporation inconsistent with this
Article EIGHTH, shall eliminate or reduce the effect of this Article EIGHTH in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this Article EIGHTH, would accrue or arise, prior to such amendment, repeal
or adoption of an inconsistent provision.
NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders are granted subject to this reservation.
