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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
September 15, 1998
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
BUILDING ONE SERVICES CORPORATION
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(EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER)
DELAWARE 000-23421 52-2054952
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(STATE OR JURISDICTION (COMMISSION FILE NO.) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NUMBER)
800 CONNECTICUT AVENUE, N.W., SUITE 1111, WASHINGTON, D.C. 20006
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(202) 261-6000
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS
On September 15, 1998, the stockholders of Consolidation Capital Corporation
(the "Company") approved a change in the Company's name to Building One Services
Corporation. Attached hereto as Exhibit 99.1 and incorporated by reference
herein is the Company's Restated Certificate of Incorporation reflecting the
name change.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
(i) Building One Services Corporation Restated Certificate of Incorporation
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONSOLIDATION CAPITAL CORPORATION
Dated: September 17, 1998 By: /s/ F. Traynor Beck
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F. Traynor Beck
Executive Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit
99.1 Building One Services Corporation Restated Certificate of
Incorporation
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RESTATED CERTIFICATE OF INCORPORATION
OF
CONSOLIDATION CAPITAL CORPORATION
(a Delaware corporation)
The undersigned, F. Traynor Beck, does hereby declare and certify hereby in
his capacity as an officer of Consolidation Capital Corporation, a Delaware
corporation (the "Corporation"), that:
1. He is the Secretary of the Corporation;
2. The Corporation was originally incorporated in Delaware pursuant to a
Certificate of Incorporation filed with the Delaware Secretary of State on
September 15, 1997;
3. The Corporation's Certificate of Incorporation was amended and restated
pursuant to a Restated Certificate of Incorporation filed with the Delaware
Secretary of State on November 21, 1997, and was further amended and restated
pursuant to a Restated Certificate of Incorporation filed with the Delaware
Secretary of State on November 25, 1997;
4. The Corporation's Restated Certificate of Incorporation is hereby
amended and restated in its entirety by the Restated Certificate of
Incorporation of Consolidation Capital Corporation attached hereto as Exhibit A
and incorporated herein by this reference (Exhibit A and this Certificate are
collectively referred to as the "Restated Certificate"); and
5. The Restated Certificate was approved pursuant to resolutions adopted
by the Board of Directors of the Corporation at a duly held meeting of the Board
of Directors on July 23, 1998 and by the vote of a majority of the stockholders
of the Corporation at the annual meeting of stockholders held on September 15,
1998 pursuant to proper notice, all in accordance with the requirements of
Sections 141(f), 222, 242, and 245 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, Consolidation Capital Corporation has caused this
Certificate to be made and signed by F. Traynor Beck, its Secretary, on
September 16, 1998.
CONSOLIDATION CAPITAL CORPORATION
By: /s/ F. Traynor Beck
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F. Traynor Beck
Secretary
[Corporate Seal]
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Exhibit A
RESTATED CERTIFICATE OF INCORPORATION
OF
BUILDING ONE SERVICES CORPORATION
ARTICLE ONE
NAME
The name of the Corporation is Building One Services Corporation (the
"Corporation"). The name under which the Corporation was originally
incorporated was Consolidation Capital Corporation.
ARTICLE TWO
REGISTERED OFFICE
The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle
19801, and the name of the registered agent at such address is The Corporation
Trust Company.
ARTICLE THREE
PURPOSES
The nature of the business or purposes 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, and by such statement all
lawful acts and activities shall be within the purposes of the Corporation,
except for express limitations, if any. The Corporation shall possess and
exercise all the powers and privileges granted by the General Corporation Law of
the State of Delaware, by any other law or by this Certificate, together with
any powers incidental thereto as far as such powers and privileges are necessary
or convenient to the conduct, promotion, or attainment of the purposes of the
Corporation.
ARTICLE FOUR
CAPITAL STOCK
4.1. AUTHORIZED SHARES. (a) The total number of shares of capital stock
which the Corporation shall have authority to issue is 250,500,000 shares,
consisting of:
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(i) 250,000,000 shares of Common Stock, par value $0.001 per share
(the "Common Shares"); and
(ii) 500,000 shares of Convertible Non-Voting Common Stock, par value
$0.001 per share (the "CNV Common Shares").
4.2. DESIGNATIONS, PREFERENCES, ETC. The designations, preferences,
powers, qualifications and special or relative rights and privileges of the
Common Shares and the CNV Common Shares (together, the "Capital Shares"), are as
follows:
(a) IDENTICAL RIGHTS. Except as set forth in Paragraph 4.2(d) below
relating to voting rights, Paragraph 4.2(h) below relating to the automatic
conversion of CNV Common Shares into Common Shares and Paragraph 4.2(i) below
relating to restrictions on transfer of CNV Common Stock, all Capital Shares
shall be identical and shall entitle the holders thereof to the same rights and
privileges.
(b) DIVIDENDS. (i) When, as, and if dividends are declared by the
Corporation's Board of Directors, whether payable in cash, property or
securities of the Corporation, the holders of Capital Shares shall be entitled
to share equally in and to receive such dividends, in accordance with the number
of Capital Shares held by each such holder.
(ii) Dividends payable under this Paragraph 4.2(b) shall be paid to
the holders of record of the outstanding Capital Shares as their names shall
appear on the stock register of the Corporation on the record date fixed by the
Board of Directors in advance of declaration and payment of each dividend.
(iii) Notwithstanding anything contained herein to the contrary, no
dividends on Capital Shares shall be declared by the Corporation's Board of
Directors or paid or set apart for payment by the Corporation at any time that
such declaration, payment, or setting apart is prohibited by applicable law.
(c) LIQUIDATION RIGHTS. Upon any voluntary or involuntary
liquidation, dissolution, or winding-up of the affairs of the Corporation, the
holders of Capital Shares shall be entitled to share ratably, in accordance with
the number of Capital Shares held by each such holder, in all remaining assets
of the Corporation available for distribution among the holders of Capital
Shares, whether such assets are capital, surplus or earnings. For the purposes
of this Paragraph 4.2(c), neither the consolidation or merger of the Corporation
with or into any other corporation or corporations in which the stockholders of
the Corporation receive capital stock and/or other securities (including debt
securities) of the acquiring or merged corporation (or of the direct or indirect
parent corporation of the acquiring or merged corporation), nor the sale, lease,
or transfer by the Corporation of all or any part of its assets, nor the
reduction of the capital stock of the Corporation, shall be deemed to be a
voluntary or involuntary liquidation, dissolution, or winding up of the
Corporation as those terms are used in this Paragraph 4.2(c).
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(d) VOTING RIGHTS. All rights to vote and all voting power shall be
vested exclusively in the holders of the Common Shares. The CNV Common Shares
shall have no voting power unless otherwise provided by statute.
(e) NO PREEMPTIVE OR SUBSCRIPTION RIGHTS. No holder of Capital Shares
shall be entitled to preemptive or subscription rights.
(f) CONSIDERATION ON MERGER, CONSOLIDATION, ETC. In any merger,
consolidation, or business combination, the consideration to be received per
share by the holders of Common Shares and CNV Common Shares must be identical
for each class of stock.
(g) STOCK SPLITS. The Corporation shall not in any manner subdivide
(by any stock split, reclassification, stock dividend, recapitalization, or
otherwise) or combine the outstanding shares of one class of Capital Shares
unless the outstanding shares of all classes of Capital Shares shall be
proportionately subdivided or combined.
(h) AUTOMATIC CONVERSION OF CNV COMMON SHARES.
(i) AUTOMATIC CONVERSION. Each CNV Common Share shall convert
automatically into one fully paid and non-assessable Common Share on the date
that falls on the first anniversary of the date of the Definitive Prospectus
that forms a part of the Corporation's Registration Statement on Form S-1 (File
No. 333-36193) filed with the Securities and Exchange Commission. The foregoing
automatic conversion event shall be referred to hereinafter as the "Event of
Automatic Conversion." Except in the case of an Event of Automatic Conversion,
the CNV Common Shares shall not be convertible or converted into Common Shares.
(ii) AUTOMATIC CONVERSION PROCEDURE. Promptly upon the occurrence of
the Event of Automatic Conversion, the holder of CNV Common Shares shall
surrender the certificate or certificates therefor, duly endorsed in blank or
accompanied by proper instruments of transfer, at the office of the Corporation,
or of any transfer agent for the Common Shares, and shall give written notice to
the Corporation, at such office: (A) stating that the shares are being
converted pursuant to the Event of Automatic Conversion into Common Shares as
provided in Paragraph 4.2(h)(i), (B) identifying the number of CNV Common Shares
being converted, and (C) setting out the name or names (with addresses) and
denominations in which the certificate or certificates for Common Shares shall
be issued and shall include instructions for delivery thereof. Delivery of such
notice together with the certificates representing the CNV Common Shares shall
obligate the Corporation to issue such Common Shares. Thereupon, the
Corporation or its transfer agent shall promptly issue and deliver at such
stated address to such holder or to the transferee of CNV Common Shares a
certificate or certificates for the number of Common Shares to which such holder
or transferee is entitled registered in the name of such holder, the designee of
such holder or transferee as specified in such notice. To the extent permitted
by law, conversion pursuant to the Event of Automatic Conversion shall be deemed
to have been effected
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as of the date on which the Event of Automatic Conversion has occurred (such
time being the "Conversion Time"). The person entitled to receive the Common
Shares issuable upon such conversion shall be treated for all purposes as the
record holder of such Common Shares at and as of the Conversion Time, and the
right of such person as a holder of CNV Common Shares shall cease and terminate
at and as of the Conversion Time, in each case without regard to any failure by
the holder to deliver the certificates or the notice required by this
subparagraph (ii).
(iii) REISSUANCE OF SHARES. CNV Common Shares that are converted
into Common Shares as provided herein shall be retired and canceled and shall
not be reissued.
(iv) RESERVATION. The Corporation hereby reserves and shall at all
times reserve and keep available, out of its authorized and unissued Common
Shares, for the purposes of effecting conversions, such number of duly
authorized Common Shares as shall from time to time be sufficient to effect the
conversion of all outstanding CNV Common Shares. The Corporation covenants that
all the Common Shares so issuable shall, when so issued, be duly and validly
issued, fully paid and non-assessable, and free from liens and charges with
respect to the issue. The Corporation will take all such action as may be
necessary to assure that all such Common Shares may be so issued without
violation of any applicable law or regulation, or of any requirements of any
national securities exchange or inter-dealer quotation system upon which the
Common Shares may be listed or quoted. The Corporation will not take any action
that results in any adjustment of the conversion ratio if the total number of
Common Shares issued and issuable after such action upon conversion of the CNV
Common Shares would exceed the total number of Common Shares then authorized by
the Corporation's Restated Certificate of Incorporation.
(v) RESTRICTIONS ON TRANSFER. Prior to the first anniversary of the
date of the Definitive Prospectus that forms a part of the Corporation's
Registration Statement on Form S-1 (File No. 333-36193) filed with the
Securities and Exchange Commission, no holder, beneficially or of record, of any
CNV Common Shares may offer, pledge, sell, contract to sell, or otherwise
transfer or dispose of, directly or indirectly, any CNV Common Shares, or enter
into any swap or any other agreement or transaction that transfers, in whole or
in part, directly or indirectly, the economic consequences of ownership of any
CNV Common Shares.
ARTICLE FIVE
MANAGEMENT OF THE CORPORATION
The following provisions relate to the management of the business and the
conduct of the affairs of the Corporation and are inserted for the purpose of
creating, defining, limiting, and regulating the powers of the Corporation and
its directors and stockholders:
(a) The business and affairs of the Corporation shall be managed by and
under the direction of the Board of Directors;
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(b) The number of directors shall be as provided in the Corporation's
Bylaws;
(c) The Board of Directors shall have the power to make, alter, amend, or
repeal the Bylaws of the Corporation, except to the extent that the Bylaws
otherwise provide;
(d) All corporate powers and authority of the Corporation (except as at the
time otherwise provided by statute, by this Restated Certificate of
Incorporation, or by the Bylaws) shall be vested in and exercised by the Board
of Directors; and
(e) The stockholders and directors shall have the power, if the Bylaws so
provide, to hold their respective meetings within or without the State of
Delaware and may (except as otherwise required by statute) keep the
Corporation's books outside the State of Delaware, at such places as from time
to time may be designated by the Bylaws or the Board of Directors.
ARTICLE SIX
AMENDMENTS
The Corporation reserves the right to amend or repeal any provisions
contained in this Restated Certificate of Incorporation from the time and at any
time in the manner now or hereafter prescribed in this Restated Certificate of
Incorporation and by the laws of the State of Delaware, and all rights herein
conferred upon stockholders are granted subject to such reservation.
ARTICLE SEVEN
INDEMNIFICATION
The Corporation shall, to the extent required, and may, to the extent
permitted, by Section 145 of the General Corporation Law of Delaware, as the
same may be amended from time to time, indemnify and reimburse all persons whom
it may indemnify and reimburse pursuant thereto.
ARTICLE EIGHT
LIMITATION OF LIABILITY OF DIRECTORS
A director of this Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, that nothing contained in this ARTICLE EIGHT shall
eliminate or limit the liability of a director (a) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (b) for acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the General Corporation Law
of the State of Delaware, or (d) for any transaction from which the director
derived an improper personal benefit. If the Delaware General Corporation Law is
hereafter amended to authorize the further elimination or limitation of the
liability of a director, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended. The provisions of this ARTICLE EIGHT
shall not be deemed to limit or preclude indemnification of a director by the
Corporation for any liability of a director that has not been eliminated by the
provisions of this ARTICLE EIGHT.
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