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EXHIBIT 3.3
CERTIFICATE OF DESIGNATIONS
OF
SPECIAL PREFERRED VOTING STOCK
OF
OIL STATES INTERNATIONAL, INC.
Pursuant to the provisions of Section 151(g) of the General Corporation
Law of the State of Delaware (the "DGCL"), and pursuant to Article Fourth of its
Amended and Restated Certificate of Incorporation, the undersigned Oil States
International, Inc., a company organized and existing under the DGCL (the
"Company"), in accordance with the provisions of Section 103 thereof, DOES
HEREBY CERTIFY:
That pursuant to the authority vested in the Board of Directors in
accordance with the provisions of the Amended and Restated Certificate of
Incorporation of the Corporation, the Board of Directors on ____________, 2001,
adopted the following resolution creating a series of Preferred Stock, par value
$.0001, designated as "Special Preferred Voting Stock":
RESOLVED, that pursuant to the authority expressly granted to
and vested in the Board by the Amended and Restated Certificate of
Incorporation, the Board hereby authorizes the creation of a series of
preferred stock, par value $.0001 per share, of the Company, such
series to be designated Special Preferred Voting Stock (the "Special
Preferred Voting Stock"), and hereby fixes the designation and number
of shares thereof and the other powers, preferences and relative,
participating, optional and other special rights, and the
qualifications, limitations and restrictions thereof (in addition to
those set forth in the Amended and Restated Certificate of
Incorporation that may be applicable to the Special Preferred Voting
Stock) as follows:
Special Preferred Voting Stock Designated. A series of
Preferred Stock, consisting of one share of such stock, is hereby
designated as "Special Preferred Voting Stock." The outstanding share
of Special Preferred Voting Stock shall be entitled at any relevant
date to the number of votes (including for purposes of determining the
presence of a quorum) determined in accordance with the terms and
conditions of the "PTI Plan of Arrangement" (as such term is defined in
that certain "Combination Agreement" dated as of July 31, 2000 by and
among the Company, HWC Energy Services, Inc., Merger Sub-HWC, Inc.,
Sooner Inc., Merger Sub-Sooner, Inc. and PTI Group, Inc.) and the "PTI
Exchangeable Shares" (as such term is defined in the PTI Plan of
Arrangement) on all matters presented to the holders of Common Stock of
the Company, with the Special Preferred Voting Stock and Common Stock
voting together as a single class. The Special Preferred Voting Stock
shall have no other voting rights except as required by law. No
dividend shall be paid to the holder of the share of Special Preferred
Voting Stock. The share of Special Preferred Voting Stock shall be
entitled to $1.00 on liquidation of the Company in preference to any
shares of Common Stock of the Company, but only after the liquidation
preference of any other shares of Preferred Stock of the Company has
been paid in full. The Special Preferred Voting Stock is not
convertible into any other class or series of the
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capital stock of the Company or into cash, property or other rights,
and may not be redeemed, except pursuant to the last sentence of this
Paragraph. The share of Special Preferred Voting Stock purchased or
otherwise acquired by the Company shall be deemed retired and shall be
canceled and may not thereafter be reissued or otherwise disposed of
by the Company. So long as any Exchangeable Shares shall be
outstanding, the number of shares comprising the Special Preferred
Voting Stock shall not be increased or decreased. So long as any PTI
Exchangeable Shares shall be outstanding, no other term of the Special
Preferred Voting Stock shall be amended, except upon the approval of
the holders of a majority of the then outstanding PTI Exchangeable
Shares, acting through the holder of the outstanding share of Special
Preferred Voting Stock. At such time as no PTI Exchangeable Shares
shall be outstanding, the Special Preferred Voting Stock shall
automatically be redeemed, with the $1.00 liquidation preference due
and payable upon such redemption.
IN WITNESS WHEREOF, the undersigned has executed this Certificate and
does affirm the foregoing as true this ______ day of __________________, 2001.
OIL STATES INTERNATIONAL, INC.
By:
--------------------------------
Cindy B. Taylor
Senior Vice President and
Chief Financial Officer
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