<PAGE>
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
.
------------------------
COMMISSION FILE NUMBER 1-10427
ROBERT HALF INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-1648752
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2884 SAND HILL ROAD
SUITE 200
MENLO PARK, CALIFORNIA
(Address of principal executive 94025
offices) (zip-code)
Registrant's telephone number, including area code: (415) 854-9700
------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) had been subject to such
filing requirements for the past 90 days. Yes _X_ No ____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of July 31, 1994:
13,668,480 shares of $.001 par value Common Stock
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
ASSETS:
<TABLE>
<CAPTION>
JUNE 30, 1994 DECEMBER 31, 1993
------------- -----------------
(UNAUDITED)
<S> <C> <C>
Cash and cash equivalents....................................................................... $ 1,539 $ 1,773
Accounts receivable, less allowances of $2,390 in 1994 and $2,194 in 1993....................... 50,196 40,155
Other current assets............................................................................ 5,824 5,538
------------- -----------------
Total current assets........................................................................ 57,559 47,466
Intangible assets, less accumulated amortization of $25,944 in 1994 and $23,665 in 1993......... 155,012 152,156
Other assets.................................................................................... 5,672 4,976
------------- -----------------
Total assets................................................................................ $218,243 $204,598
------------- -----------------
------------- -----------------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accrued expenses........................................................... $ 7,689 $ 6,745
Accrued payroll costs........................................................................... 18,441 13,243
Income taxes payable............................................................................ 3,892 1,792
Current portion of notes payable and other indebtedness......................................... 1,134 408
------------- -----------------
Total current liabilities................................................................... 31,156 22,188
Notes payable and other indebtedness, less current portion...................................... 3,112 2,032
Bank loan (revolving credit).................................................................... 18,600 30,300
Deferred income taxes........................................................................... 17,933 16,476
------------- -----------------
Total liabilities........................................................................... 70,801 70,996
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value in 1994 and $1 par value in 1993; authorized 100,000,000 in 1994
and 30,000,000 in 1993 shares; issued and outstanding 27,330,644 in 1994 and 26,836,804 in 1993
shares......................................................................................... 27 26,837
Capital surplus................................................................................. 67,168 33,113
Deferred compensation........................................................................... (6,535) (2,113)
Accumulated translation adjustments............................................................. (536) (589)
Retained earnings............................................................................... 87,318 76,354
------------- -----------------
Total stockholders' equity.................................................................. 147,442 133,602
------------- -----------------
Total liabilities and stockholders' equity.................................................. $218,243 $204,598
------------- -----------------
------------- -----------------
</TABLE>
ALL SHARE AND PER SHARE AMOUNTS HAVE BEEN RESTATED TO RETROACTIVELY REFLECT THE
TWO-FOR-ONE STOCK SPLIT DECLARED ON JULY 20, 1994.
The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.
1
<PAGE>
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS ENDED
ENDED JUNE 30, JUNE 30,
----------------- ------------------
1994 1993 1994 1993
-------- ------- -------- --------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net service revenues...................................................................... $106,514 $72,446 $206,410 $142,019
Direct costs of services, consisting of payroll, payroll taxes and insurance costs for
temporary employees . 65,145 43,989 126,417 86,255
-------- ------- -------- --------
Gross margin.............................................................................. 41,369 28,457 79,993 55,764
Selling, general and administrative expenses.............................................. 28,910 21,109 56,085 41,981
Amortization of intangible assets......................................................... 1,150 1,041 2,279 2,078
Interest expense.......................................................................... 461 947 955 1,948
-------- ------- -------- --------
Income before income taxes................................................................ 10,848 5,360 20,674 9,757
Provision for income taxes................................................................ 4,575 2,460 8,797 4,471
-------- ------- -------- --------
Net income................................................................................ $ 6,273 $ 2,900 $ 11,877 $ 5,286
-------- ------- -------- --------
-------- ------- -------- --------
Net income per share...................................................................... $ .22 $ .12 $ .42 $ .21
-------- ------- -------- --------
-------- ------- -------- --------
</TABLE>
ALL SHARE AND PER SHARE AMOUNTS HAVE BEEN RESTATED TO RETROACTIVELY REFLECT THE
TWO-FOR-ONE STOCK SPLIT DECLARED ON JULY 20, 1994.
The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.
2
<PAGE>
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------
1994 1993
------- -------
(UNAUDITED)
<S> <C> <C>
COMMON STOCK:
Balance at beginning of period................................................................................ $26,837 $23,642
Issuance of restricted stock, net -- par value................................................................ 334 80
Exercise of stock options -- par value........................................................................ 213 278
Change in par value........................................................................................... (27,298) --
Repurchases of common stock -- par value...................................................................... (59) (24)
------- -------
Balance at end of period.................................................................................... $ 27 $23,976
------- -------
------- -------
CAPITAL SURPLUS:
Balance at beginning of period................................................................................ $33,113 $ 3,897
Issuance of restricted stock, net -- excess over par value.................................................... 4,913 746
Exercises of stock options -- excess over par value........................................................... 903 1,042
Tax benefits from exercises of stock options.................................................................. 941 408
Change in par value........................................................................................... 27,298 --
------- -------
Balance at end of period.................................................................................... $67,168 $ 6,093
------- -------
------- -------
DEFERRED COMPENSATION:
Balance at beginning of period................................................................................ $(2,113) $(2,208)
Issuance of restricted stock, net............................................................................. (5,246) (826)
Amortization of deferred compensation......................................................................... 824 503
------- -------
Balance at end of period.................................................................................... $(6,535) $(2,531)
------- -------
------- -------
ACCUMULATED TRANSLATION ADJUSTMENTS:
Balance at beginning of period................................................................................ $ (589) $ (257)
Translation adjustments....................................................................................... 53 (58)
------- -------
Balance at end of period.................................................................................... $ (536) $ (315)
------- -------
------- -------
RETAINED EARNINGS:
Balance at beginning of period................................................................................ $76,354 $65,898
Repurchases of common stock -- excess over par value.......................................................... (913) (173)
Net income.................................................................................................... 11,877 5,286
------- -------
Balance at end of period.................................................................................... $87,318 $71,011
------- -------
------- -------
</TABLE>
ALL SHARE AND PER SHARE AMOUNTS HAVE BEEN RESTATED TO RETROACTIVELY REFLECT THE
TWO-FOR-ONE STOCK SPLIT DECLARED ON JULY 20, 1994.
The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.
3
<PAGE>
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
----------------
1994 1993
------- -------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................................................................................... $11,877 $ 5,286
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets........................................................................... 2,279 2,078
Depreciation expense........................................................................................ 1,275 1,186
Deferred income taxes....................................................................................... 637 793
Changes in assets and liabilities, net of effects of acquisitions:
Increase in accounts receivable........................................................................... (8,501) (4,400)
Increase in accounts payable, accrued expenses and accrued payroll costs.................................. 5,632 1,153
Increase in income taxes payable.......................................................................... 2,100 2,624
Change in other assets, net of change in other liabilities................................................ 1,776 (53)
------- -------
Total adjustments......................................................................................... 5,198 3,381
------- -------
Net cash and cash equivalents provided by operating activities................................................ 17,075 8,667
CASH FLOWS USED IN INVESTING ACTIVITIES:
Acquisitions, net of cash acquired.......................................................................... (4,283) (4,820)
Capital expenditures........................................................................................ (2,098) (988)
------- -------
Cash and cash equivalents used in investing activities........................................................ (6,381) (5,808)
CASH FLOWS USED IN FINANCING ACTIVITIES:
Borrowings under credit agreement........................................................................... 51,200 49,200
Repayments under credit agreement........................................................................... (62,900) (52,800)
Repurchases of common stock or common stock equivalents..................................................... (972) (197)
Principal payments on notes payable and other indebtedness.................................................. (313) (811)
Proceeds and tax benefits from exercise of stock options.................................................... 2,057 1,728
------- -------
Net cash and cash equivalents used in financing activities.................................................... (10,928) (2,880)
------- -------
Net decrease in cash and cash equivalents..................................................................... (234) (21)
Cash and cash equivalents at beginning of period.............................................................. 1,773 560
------- -------
Cash and cash equivalents at end of period.................................................................... $ 1,539 $ 539
------- -------
------- -------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest.................................................................................................... $ 903 $ 2,166
Income taxes................................................................................................ 4,632 1,371
Acquisitions:
Fair value of assets acquired --
Intangible assets......................................................................................... $ 5,294 $ 4,440
Other..................................................................................................... 1,618 1,457
Liabilities incurred --
Notes payable and contracts............................................................................... (2,119) --
Other..................................................................................................... (510) (1,077)
------- -------
Cash paid, net of cash acquired............................................................................. $ 4,283 $ 4,820
------- -------
------- -------
</TABLE>
The accompanying Notes to Consolidated Financial Statements are
an integral part of these financial statements.
4
<PAGE>
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1994
(UNAUDITED)
NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION. The Consolidated Financial Statements include
the accounts of Robert Half International Inc. (the "Company") and its
subsidiaries, all of which are wholly-owned. The company is a Delaware
corporation. All significant intercompany balances have been eliminated. Certain
reclassifications have been made to the 1993 financial statements to conform to
the 1994 presentation.
INTERIM FINANCIAL INFORMATION. The Consolidated Financial Statements have
been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC") and, in management's opinion, include all
adjustments necessary for a fair statement of results for such interim periods.
Certain information and note disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to SEC rules or regulations; however,
the Company believes that the disclosures made are adequate to make the
information presented not misleading.
The interim results for the three and six months ended June 30, 1994, and
1993 are not necessarily indicative of results for the full year. It is
suggested that these financial statements be read in conjunction with the
financial statements and the notes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1993.
REVENUE RECOGNITION. Temporary service revenues are recognized when the
services are rendered by the Company's temporary employees. Permanent placement
revenues are recognized when employment candidates accept offers of permanent
employment. Reserves are established to estimate losses due to placed candidates
not remaining in employment for the Company's guarantee period, typically 90
days.
FOREIGN CURRENCY TRANSLATION. Foreign income statement items are translated
at the monthly average exchange rates prevailing during the period. Foreign
balance sheets are translated at the current exchange rates at the end of the
period, and the related translation adjustments are recorded as part of
Stockholders' Equity. Gains and losses resulting from foreign currency
transactions are included in the consolidated statements of income.
CASH AND CASH EQUIVALENTS. For purposes of the Consolidated Statements of
Cash Flows, the Company classifies all highly-liquid investments with a maturity
of three months or less as cash equivalents.
INTANGIBLE ASSETS. Intangible assets represent the cost of acquired
companies in excess of the fair market value of their net tangible assets at the
acquisition date, and are being amortized on a straight-line basis over a period
of 40 years.
INCOME TAXES. Deferred taxes are computed based on the difference between
the financial statement and income tax bases of assets and liabilities using the
enacted marginal tax rate.
NOTE B -- CHANGE IN PAR VALUE AND AUTHORIZED SHARES
On June 27, 1994, the stockholders of the Company voted to amend the
certificate of incorporation to increase the number of authorized shares of the
Company's Common Stock from 30,000,000 shares to 100,000,000 and the number of
authorized shares of the Company's Preferred Stock from 500,000 to 5,000,000.
The stockholders of the Company also authorized a reduction in par value
from $1 per share to $.001 per share on both classes of shares.
5
<PAGE>
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1994
(UNAUDITED)
NOTE C -- SUBSEQUENT EVENT
On July 20, 1994, the Board of Directors declared a two-for-one stock split
in the form of a stock dividend on the Company's common stock. The record date
for determining those stockholders entitled to receive the stock dividend is
August 5, 1994. The payment date for the stock dividend is August 26, 1994.
All shares and per share amounts have been restated to retroactively reflect
the two-for-one stock split.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS FOR EACH OF THE THREE AND SIX MONTHS ENDED JUNE 30,
1994 AND 1993.
Net service revenues increased 47.0% during the second quarter of 1994
compared to the same period in 1993. Net service revenues for the six months
ending June 30, 1994 increased 45.3% compared to the six months ending June 30,
1993. Temporary service revenues increased approximately 47.7% and 45.7% during
the three and six months ended June 30, 1994, relative to the three and six
months ended June 30, 1993. Permanent placement revenues increased 42.2% and
42.9% during the comparable three and six months ending June 30, 1994 and 1993.
The revenue comparisons reflect continued improvement in the demand for the
Company's specialized staffing services.
Gross margin dollars increased 45.4% and 43.4% during the three and six
month periods ending June 30, 1994, compared with the corresponding three and
six month periods ending June 30, 1993. Gross margin amounts equaled 38.8% of
revenue for both the three and six month periods ending June 30, 1994 and 39.3%
of revenue for both the three and six month periods ending June 30, 1993.
Selling, general and administrative expenses were approximately $29 million
and $56 million during the three and six months ended June 30, 1994 compared to
approximately $21 million and $42 million during the three and six months ended
June 30, 1993. Selling, general and administrative expenses as a percentage of
revenues was 27.1% and 27.2% in the three and six months ended June 30, 1994
compared to 29.1% and 29.6% in the three and six months ended June 30, 1993. The
percentage declines were attributable to increased coverage of fixed costs due
to revenue growth coupled with the Company's continued cost containment
measures.
Interest expense for the three and six months ended June 30, 1994 decreased
51.3% and 51.0% over the comparable 1993 period due primarily to the conversion
and redemption of the Convertible Subordinated Debentures in the fourth quarter
of 1993 and the reduction in outstanding indebtedness.
The provision for income taxes for the three and six months ended June 30,
1994, was 42.2% and 42.6% compared to 45.9% and 45.8% of income before taxes for
the same periods in 1993. The decrease in 1994 is the result of a smaller
percentage of non-deductible intangible expenses relative to income.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity during the first half of 1994 was impacted by the
net effect of the funds generated by operations and the funds used for payment
on outstanding indebtedness, capital expenditures and the personnel services
acquisitions.
The Company's working capital requirements consist primarily of the
financing of accounts receivable. While there can be no assurances in this
regard, the Company expects that internally generated cash plus the bank
revolving line of credit will be sufficient to support the working capital needs
of the Company's offices, fixed payments and other long-term obligations.
On June 27, 1994, the stockholders of the Company voted to amend the
certificate of incorporation to increase the number of authorized shares of the
Company's Common Stock from 30,000,000 shares to 100,000,000 and the number of
authorized shares of the Company's Preferred Stock from 500,000 to 5,000,000.
The stockholders of the Company also authorized a reduction in par value
from $1 per share to $.001 per share on both classes of shares.
On July 20, 1994, the Board of Directors declared a two-for-one stock split
in the form of a stock dividend on the Company's common stock. The record date
for determining those stockholders entitled to receive the stock dividend is
August 5, 1994. The payment date for the stock dividend is August 26, 1994.
7
<PAGE>
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
At a special meeting of stockholders held on June 27, 1994, the stockholders
of the corporation approved an amendment to the Company's Restated Certificate
of Incorporation that (a) increased the number of authorized shares of the
Company's Common Stock from 30,000,000 shares to 100,000,000 shares, (b)
increased the number of authorized shares of the Company's Preferred Stock from
500,000 shares to 5,000,000 shares, and (c) reduced the par value of the Common
Stock and the Preferred Stock from $1.00 per share to $0.001 per share.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 12, 1994, registrant held its annual meeting of stockholders. The
four matters presented to stockholders at the annual meeting were the election
of directors, the approval of amendments to the registrant's By-laws that
classified the registrant's Board of Directors and made other related changes,
the approval of the Annual Performance Bonus Plan and the approval of amendments
to the 1993 Incentive Plan. The vote for director was as follows:
<TABLE>
<CAPTION>
NOMINEE SHARES FOR SHARES WITHHELD
- - ---------------------------------------------------- ------------- ---------------
<S> <C> <C>
Andrew S. Berwick, Jr............................... 11,890,111 237,547
Frederick P. Furth.................................. 11,889,991 237,667
Edward W. Gibbons................................... 11,890,111 237,547
Todd Goodwin........................................ 11,889,871 237,787
Harold M. Messmer, Jr............................... 11,890,111 237,547
Frederick A. Richman................................ 11,889,491 238,167
Thomas J. Ryan...................................... 11,889,571 238,087
J. Stephen Schaub................................... 11,890,111 237,547
</TABLE>
The amendment to the By-laws was approved by the following vote:
<TABLE>
<S> <C>
For: 9,962,833
Against: 1,315,800
Abstain: 29,221
Broker Nonvote: 819,804
</TABLE>
The Annual Performance Bonus Plan was approved by the following vote:
<TABLE>
<S> <C>
For: 11,881,670
Against: 207,667
Abstain: 38,321
Broker Nonvote: 0
</TABLE>
The 1993 Incentive Plan was approved by the following vote:
<TABLE>
<S> <C>
For: 11,608,899
Against: 470,872
Abstain: 47,887
Broker Nonvote: 0
</TABLE>
No other matters were voted upon at the annual meeting.
8
<PAGE>
On June 27, 1994, registrant held a special meeting of stockholders. The
only matter presented to stockholders at the special meeting was the approval of
an amendment to the registrant's Restated Certificate of Incorporation that
increased the number of authorized common and preferred shares and reduced the
par value of the shares. The amendment was approved by the following vote:
<TABLE>
<S> <C>
For: 8,824,746
Against: 2,874,168
Abstain: 41,258
Broker Nonvote: 0
</TABLE>
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT NO.
- - -----------
<S> <C>
3.1 Restated Certificate of Incorporation.
3.2 By-Laws.
4.1 Restated Certificate of Incorporation (filed as Exhibit 3.1).
11 Computation of Per Share Earnings.
</TABLE>
(b) The registrant filed no current report on Form 8-K during the quarter
covered by this report.
9
<PAGE>
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 thereunto duly authorized.
ROBERT HALF INTERNATIONAL INC.
(Registrant)
/s/ M. KEITH WADDELL
--------------------------------------
M. Keith Waddell
SENIOR VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND TREASURER
(PRINCIPAL FINANCIAL OFFICER AND
DULY AUTHORIZED SIGNATORY)
Date: August 11, 1994
10
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NUMBER EXHIBIT
- - ------ -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
3.1 Restated Certificate of Incorporation
3.2 By-Laws
4.1 Restated Certificate of Incorporation of Registrant
(filed as Exhibit 3.1)
11 Computation of Per Share Earnings
</TABLE>
<PAGE>
EXHIBIT 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
ROBERT HALF INTERNATIONAL INC.,
A DELAWARE CORPORATION
Robert Half International Inc., a corporation organized and existing
under the laws of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: The present name of the Corporation is Robert Half
International Inc.
SECOND: The Corporation was originally incorporated under the name
Boothe Interim Corporation and subsequently changed its name to Boothe Financial
Corporation before taking its present name.
THIRD: The date of filing of the Corporation's original Certificate
of Incorporation with the Secretary of State of the State of Delaware was
October 18, 1979.
FOURTH: This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Corporation's
Certificate of Incorporation as previously restated, amended or supplemented,
and there is no discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation.
FIFTH: This Restated Certificate of Incorporation has been duly
adopted by the Corporation's Board of Directors in accordance with the
applicable provisions of Section 245 of the General Corporation Law of the State
of Delaware.
SIXTH: The Certificate of Incorporation is hereby restated to read
in full as follows:
1. NAME. The name of the Corporation is Robert Half International
Inc.
2. 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. The name of its registered agent at such
address is The Corporation Trust Company.
3. PURPOSES. The purpose of the Corporation is to engage in any
lawful act or activity for which
<PAGE>
corporations may be organized under the General Corporation Law of the State of
Delaware.
4. CAPITAL STOCK.
A. AUTHORIZED CAPITAL. The Corporation is authorized to issue
two classes of shares of stock to be designated respectively "preferred" and
"common." The total number of shares which the Corporation is authorized to
issue is one hundred five million (105,000,000), and the aggregate par value of
all shares that are to have a par value shall be $105,000. The number of common
shares authorized is one hundred million (100,000,000), each such share to have
a par value of $.001, and the number of preferred shares authorized is five
million (5,000,000), each such share to have a par value of $.001.
B. COMMON STOCK. The holders of shares of common stock shall
be entitled to receive such dividends as may be declared by the Board of
Directors. In the event of voluntary or involuntary liquidation of the
Corporation, the holders of shares of common stock shall be entitled to receive
pro rata all of the remaining assets of the Corporation available for
distribution to its stockholders after all amounts to which the holders of
shares of preferred stock are entitled have been paid or set aside in cash for
payment. Except as may be otherwise required by law or this Certificate of
Incorporation, each holder of record of each share of common stock shall be
entitled to one vote for each such share standing in his name on the books of
the Corporation.
C. PREFERRED STOCK. The designations and the powers,
preferences and rights, and the qualifications, limitations or restrictions
thereof, of the preferred stock shall be as follows:
The preferred stock may be issued from time to time in one or more
series. The Board of Directors is expressly authorized at any time, and from
time to time, to provide for the issuance of shares of preferred stock in one or
more series, with such voting powers, full or limited, or without voting powers
and with such designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions thereon,
as shall be stated and expressed in the resolution or resolutions providing for
the issue thereof adopted by the Board of Directors, and as are not stated and
expressed in this Certificate of Incorporation, or any amendment thereto,
including (but without limiting the generality of the foregoing) the following:
<PAGE>
(a) the distinctive serial designation of such series and
the number of shares constituting a series;
(b) the dividend rate of such series, the conditions and
dates upon which such dividends shall be payable, the preference or relation
which such dividends shall bear to the dividends payable on any other class or
classes or of any other series of capital stock, and whether such dividends
shall be cumulative or noncumulative;
(c) 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;
(d) whether the shares are entitled to the benefit of a
sinking or retirement fund to be applied to the purchase or redemption of shares
of a series and, if so entitled, the amount of the fund and the manner of its
application, including the price or prices at which the shares may be redeemed
or purchased through the application of the fund;
(e) whether or not the shares of such series shall be
convertible into or exchangeable for, shares of any other class or classes or of
any other series of any class or classes of capital stock of the Corporation,
and, if provision be made for conversion or exchange, the times, prices, rates,
adjustments, and other terms and conditions of such conversion or exchange;
(f) the voting powers, full or limited, if any, of the
shares of the series;
(g) the restrictions, if any, on the issue or reissue of
any additional preferred stock;
(h) the rights of the holders of the shares of such series
upon the dissolution of, or upon the distribution of assets of, the Corporation.
There is hereby expressly granted to the Board of Directors of the
Corporation authority to increase or decrease the number of shares of any series
subsequent to the issue of shares of that series, but not below the number of
shares of that series then outstanding. In case the number of shares of any
series shall be so decreased, the shares constituting such decrease shall resume
the status which they had prior to the adoption of the resolution originally
fixing the number of shares of such series.
D. SERIES A JUNIOR PARTICIPATING PREFERRED STOCK.
<PAGE>
(a) DESIGNATION AND AMOUNT. There is hereby authorized a
series of preferred stock of the Corporation, par value $.001 per share, the
shares of which shall be designated as "Series A Junior Participating Preferred
Stock" (the "Series A Preferred Stock"), and the number of shares constituting
the Series A Preferred Stock shall be Four Hundred Thousand (400,000). Such
number of shares may be increased or decreased by resolution of the Board of
Directors; PROVIDED, that no decrease shall reduce the number of shares of
Series A Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the conversion of any
outstanding securities issued by the Corporation convertible into Series A
Preferred Stock.
(b) DIVIDENDS AND DISTRIBUTIONS.
(i) Subject to the rights of the holders of any shares
of any series of preferred stock (or any similar stock) ranking prior and
superior to the Series A Preferred Stock with respect to dividends, the holders
of shares of Series A Preferred Stock, in preference to the holders of common
stock of the Corporation, and of any other junior stock, shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the first day
of March, June, September and December in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Preferred Stock, in an amount per share (rounded
to the nearest cent) equal to the greater of (a) $1 or (b) subject to the
provision for adjustment hereinafter set forth, 100 times the aggregate per
share amount of all cash dividends, and 100 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions, other than a
dividend payable in shares of common stock or a subdivision of the outstanding
shares of common stock (by reclassification or otherwise), declared on the
common stock since the immediately preceding Quarterly Dividend Payment Date or,
with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series A Preferred Stock. In
the event the Corporation shall at any time declare or pay any dividend on the
common stock payable in shares of common stock, or effect a subdivision or
combination or consolidation of the outstanding shares of common stock (by
reclassification or otherwise than by payment of a dividend in shares of common
stock) into a greater or lesser number of shares of common stock, then in each
such case the amount to which holders of shares of Series A Preferred Stock were
entitled immediately
<PAGE>
prior to such event under clause (b) of the preceding sentence shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number
of shares of common stock outstanding immediately after such event and the
denominator of which is the number of shares of common stock that were
outstanding immediately prior to such event.
(ii) The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in paragraph (A) of
this Section immediately after it declares a dividend or distribution on the
common stock (other than a dividend payable in shares of common stock); provided
that, in the event no dividend or distribution shall have been declared on the
common stock during the period between any Quarterly Dividend Payment Date and
the next subsequent Quarterly Dividend Payment Date, a dividend of $1 per share
on the Series A Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.
(iii) Dividends shall begin to accrue and be
cumulative on outstanding shares of Series A Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares, unless
the date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares shall
begin to accrue from the date of issue of such shares, or unless the date of
issue is a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of Series A Preferred Stock entitled
to receive a quarterly dividend and before such Quarterly Dividend Payment Date,
in either of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
not bear interest. Dividends paid on the shares of Series A Preferred Stock in
an amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holders of shares of Series A Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than 60 days prior to the date
fixed for the payment thereof.
(c) VOTING RIGHTS. The holders of shares of Series A
Preferred Stock shall have the following voting rights:
(i) Subject to the provision for adjustment
hereinafter set forth, each share of Series A Preferred Stock shall entitle the
holder thereof to 100 votes on all matters submitted to a vote of the
stockholders
<PAGE>
of the Corporation. In the event the Corporation shall at any time declare or
pay any dividend on the common stock payable in shares of common stock, or
effect a subdivision or combination or consolidation of the outstanding shares
of common stock (by reclassification or otherwise than by payment of a dividend
in shares of common stock) into a greater or lesser number of shares of common
stock, then in each such case the number of votes per share to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction, the numerator of
which is the number of shares of common stock outstanding immediately after such
event and the denominator of which is the number of shares of common stock that
were outstanding immediately prior to such event.
(ii) Except as otherwise provided herein, in any
Certificate of Designations creating a series of preferred stock or any similar
stock, or by law, the holders of shares of Series A Preferred Stock and the
holders of shares of common stock and any other capital stock of the Corporation
having general voting rights shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation.
(iii) Except as set forth herein, or as otherwise
provided by law, holders of Series A Preferred Stock shall have no special
voting rights and their consent shall not be required (except to the extent they
are entitled to vote with holders of common stock as set forth herein) for
taking any corporate action.
(d) CERTAIN RESTRICTIONS.
(i) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:
a) declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
b) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except dividends paid ratably on the Series A Preferred Stock
and all such parity stock on which dividends are payable or in arrears in
proportion to the
<PAGE>
total amounts to which the holders of all such shares are then entitled;
c) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock,
provided that the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such junior stock in exchange for shares of any stock of
the Corporation ranking junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series A Preferred Stock; or
d) redeem or purchase or otherwise acquire for
consideration any shares of Series A Preferred Stock, or any shares of stock
ranking on a parity with the Series A Preferred Stock, except in accordance with
a purchase offer made in writing or by publication (as determined by the Board
of Directors) to all holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable treatment among the
respective series or classes.
(ii) The Corporation shall not permit any subsidiary
of the Corporation to purchase or otherwise acquire for consideration any shares
of stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.
(e) REACQUIRED SHARES. Any shares of Series A Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of preferred stock and may be reissued as part of a new series
of preferred stock subject to the conditions and restrictions on issuance set
forth herein or in any Certificate of Designations creating a series of
preferred stock or any similar stock or as otherwise required by law.
(f) LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $100 per share, plus an amount equal to
accrued and
<PAGE>
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment, provided that the holders of shares of Series A Preferred Stock
shall be entitled to receive an aggregate amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100 times the aggregate
amount to be distributed per share to holders of shares of common stock, or (2)
to the holders of shares of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A Preferred Stock,
except distributions made ratably on the Series A Preferred Stock and all such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up. In the
event the Corporation shall at any time declare or pay any dividend on the
common stock payable in shares of common stock, or effect a subdivision or
combination or consolidation of the outstanding shares of common stock (by
reclassification or otherwise than by payment of a dividend in shares of common
stock) into a greater or lesser number of shares of common stock, then in each
such case the aggregate amount to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event under the proviso in clause
(1) of the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of common stock
outstanding immediately after such event and the denominator of which is the
number of shares of common stock that were outstanding immediately prior to such
event.
(g) CONSOLIDATION, MERGER, ETC. In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of common stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case each share
of Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of common stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on
the common stock payable in shares of common stock, or effect a subdivision or
combination or consolidation of the outstanding shares of common stock (by
reclassification or otherwise than by payment of a dividend in shares of common
stock) into a greater or lesser number of shares of common stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of common stock outstanding immediately after such event and the
<PAGE>
denominator of which is the number of shares of common stock that were
outstanding immediately prior to such event.
(h) NO REDEMPTION. The shares of Series A Preferred Stock
shall not be redeemable.
(i) RANK. The Series A Preferred Stock shall rank, with
respect to the payment of dividends and the distribution of assets, junior to
all series of any other class of the Corporation's preferred stock.
(j) AMENDMENT. The Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.
5. MANAGEMENT OF BUSINESS. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of Directors
and the directors need not be elected by ballot unless required by the By-laws
of the Corporation.
6. BY-LAWS. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to make,
alter or repeal the By-laws of the Corporation.
7. CERTAIN TRANSACTIONS WITH RELATED CORPORATIONS. Except as
expressly provided in this Article 7, the affirmative vote or consent of the
holders of at least 66-2/3% of the outstanding shares of capital stock of the
Corporation entitled to vote in the election of directors shall be required to
authorize, adopt or approve any of the following:
(i) Any plan of merger or consolidation of the Corporation with
or into any Related Corporation or any affiliate of a Related Corporation or of
any Related Corporation or any affiliate of a Related Corporation into the
Corporation;
(ii) Any sale, lease, exchange or other disposition of all or
substantially all the property and assets of the Corporation to or with any
Related Corporation or any affiliate of a Related Corporation, whether or not in
connection with the dissolution of the Corporation; or
(iii) Any issuance of capital stock or other securities of the
Corporation in exchange or payment for any properties or assets of any Related
Corporation or any
<PAGE>
affiliate of a Related Corporation in a transaction for which the approval of
stockholders of the Corporation is required by law or by any national securities
exchange on which outstanding securities of the Corporation are listed as a
prerequisite to the listing thereon of the additional securities being issued.
The provisions of this Article 7 shall not be applicable to any merger or
consolidation of the Corporation with or into, or any sale, lease, exchange or
other disposition of all or substantially all the property of the Corporation to
or with a corporation of which the Corporation owns, of record or beneficially,
a majority of the outstanding shares of all classes of stock entitled to vote in
the election of directors of that corporation. Should a majority of the
disinterested members of the Board of Directors so authorize by express
resolution, the affirmative vote or consent of the holders of at least a
majority of the outstanding shares of capital stock of the Corporation entitled
to vote in the election of directors may authorize, adopt, or approve any of the
transactions specified in this Article 7. As used in this Article 7, the
following terms shall have the following meanings:
(i) "Related Corporation" shall mean any corporation which
together with its affiliates and associated persons owns or has presently
exercisable rights to acquire, as of the record date for the determination of
stockholders entitled to vote on the transaction in question, of record or
beneficially, directly or indirectly, 10% or more of the outstanding shares of
capital stock of the Corporation entitled to vote on such transaction;
(ii) An "affiliate" of a Related Corporation shall mean any
individual, partnership, joint venture, trust, corporation or other entity
which, directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such Related Corporation;
(iii) An "associated person" of a Related Corporation shall
mean any beneficial owner, directly or indirectly, of 10% or more of any class
of equity security of such Related Corporation or any of its affiliates; and
(iv) A "disinterested member" shall refer to a director who is
not a director, officer, associated person, or affiliate of a Related
Corporation or of an affiliate (other than the Corporation or any of its
subsidiaries) of a Related Corporation, and who is not a nominee of such a
director, officer, associated person, or affiliate of a Related Corporation.
Any determination made in good faith by the Board of Directors,
on the basis of information at the time
<PAGE>
available to it, as to whether any corporation is a Related Corporation or
whether any person is an affiliate or an associated person of a Related
Corporation, shall be conclusive and binding for all purposes of this Article 7.
This Article 7 shall not be altered, amended or repealed, and no
amendment of this Certificate of Incorporation inconsistent with any provision
of this Article 7 shall be adopted, unless the holders of at least 66-2/3% of
the outstanding shares of capital stock of the Corporation entitled to vote
thereon, shall have approved such alteration, amendment, repeal or adoption.
8. AMENDMENTS. Subject to Article 7, the Corporation reserves the
right to amend and repeal any provision contained in this Certificate of
Incorporation in the manner prescribed by the laws of the State of Delaware. All
rights herein conferred are granted subject to this reservation.
9. ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS. A director of the
Corporation shall not be personally 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 Delaware General Corporation Law, or (iv) for any transaction
from which the director derived any improper personal benefit. Any repeal or
modification of the preceding sentence by the stockholders of the Corporation
shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.
10. INDEMNIFICATION AND INSURANCE.
(a) RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a
director, officer or employee of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be
<PAGE>
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith and such
indemnification shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; PROVIDED, HOWEVER, that,
except as provided in paragraph (b) hereof with respect to proceedings to
enforce rights to indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the Board
of Directors of the Corporation. The right to indemnification conferred in this
Article shall be a contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition (hereinafter an "advancement of expenses"); PROVIDED,
HOWEVER, that, if the Delaware General Corporation Law requires, an advancement
of expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Corporation of an undertaking, by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal that such indemnitee is not entitled to be indemnified
for such expenses under this Article or otherwise (hereinafter an
"undertaking").
(b) RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under
paragraph (a) of this Article is not paid in full by the Corporation within
sixty days after a written claim has been received by the Corporation, except in
the case of a claim for an advancement of expenses, in which case the applicable
period shall be twenty days, the indemnitee may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (i) any suit brought by the indemnitee
to enforce a right to indemnification hereunder (but not in a suit brought by
the indemnitee to enforce a right to an advancement of expenses) it shall be a
defense that, and (ii) any suit by the Corporation to recover an advancement of
expenses pursuant to the terms of
<PAGE>
an undertaking the Corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met the applicable standard of
conduct set forth in the Delaware General Corporation Law. Neither the failure
of the Corporation (including its Board of Directors, independent legal counsel,
or its stockholders) to have made a determination prior to commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right hereunder, or by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified or to such advancement of expenses
under this Article or otherwise shall be on the Corporation.
(c) NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification
and to the advancement of expenses conferred in this Article shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, this Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
(d) INSURANCE. The Corporation may 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 against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
(e) INDEMNIFICATION OF AGENTS OF THE CORPORATION. The
Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any agent of the Corporation to the fullest extent of the provisions of this
Article with respect to the indemnification and advancement of expenses of
directors, officers and employees of the Corporation.
IN WITNESS WHEREOF, Robert Half International Inc. has caused this
Restated Certificate of Incorporation to be signed by Kirk E. Lundburg, its Vice
President, and attested by Steven Karel, its Secretary, this 18th day of July,
1994.
<PAGE>
ROBERT HALF INTERNATIONAL INC.
By /S/KIRK E. LUNDBURG
-----------------------
Name: Kirk E. Lundburg
Title: Vice President
Attest:
By /s/STEVEN KAREL
-------------------
Name: Steven Karel
Title: Secretary
<PAGE>
EXHIBIT 3.2
BY-LAWS
OF
ROBERT HALF INTERNATIONAL INC.
ARTICLE I
OFFICES
Section 1. REGISTERED OFFICE. The registered office of the Corporation
in the State of Delaware shall be at 1209 Orange Street, City of Wilmington,
County of New Castle.
Section 2. PRINCIPAL OFFICE FOR TRANSACTION OF BUSINESS. The principal
office for the transaction of the business of the Corporation shall be at 2884
Sand Hill Road, in the City of Menlo Park, County of San Mateo, State of
California. The Board of Directors may change said principal office from one
location to another within or without said City, County or State.
Section 3. OTHER OFFICES. The Corporation may have offices at such
other place or places, within or without the State of Delaware, as from time to
time the Board of Directors may determine or the business of the Corporation may
require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. PLACE OF MEETINGS. Meetings of the stockholders shall be
held at such place either within or without the State of Delaware as shall be
fixed by the Board of Directors and stated in the notice or waiver of notice of
the meeting.
Section 2. ANNUAL MEETING. The annual meeting of stockholders for the
election of directors and for the transaction of such other business as may come
before the meeting shall be held on such date in each year as the Chairman of
the Board shall designate. The Board of Directors shall present at each annual
meeting a full and clear statement of the business and condition of the
Corporation.
Section 3. SPECIAL MEETINGS. A special meeting of the stockholders for
any purpose or purposes, unless
<PAGE>
otherwise prescribed by statute, may be called at any time by the Chairman of
the Board, or the President or by order of the Board of Directors.
Section 4. NOTICE OF MEETINGS. Except as otherwise provided by law or
the Certificate of Incorporation, written notice of each meeting of stockholders
shall be given not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting, directed to his
address as it appears upon the books of the corporation, said notice to specify
the place, date and hour and purpose or purposes of the meeting. When a meeting
is adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken unless the adjournment is for more than thirty days, or
unless after the adjournment a new record date is fixed for the adjourned
meeting, in which event a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting. Notice of the time,
place and purpose of any meeting of stockholders may be waived in writing,
either before or after such meeting, and will be waived by any stockholder by
his attendance thereat in person or by proxy. Any stockholder so waiving notice
of such meeting shall be bound by the proceedings of any such meeting in all
respects as if due notice thereof had been given.
Section 5. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 6. VOTING. Except as otherwise provided in the Certificate of
Incorporation, each stockholder of voting common stock shall, at each meeting of
the stockholders, be entitled to one vote in person or by proxy for each share
of stock of the Corporation held by him on the date fixed pursuant to the
provisions of Section 3 of Article IX of the By-Laws as the record date and
registered in his name on the books of the Corporation for the determination of
stockholders who shall be entitled to notice and to vote at such meeting. Any
vote of stock of the Corporation may be
<PAGE>
given at any meeting of the stockholders by the stockholder entitled thereto in
person or by proxy but no proxy shall be voted three years after its date,
unless said proxy shall provide for a longer period. At all meetings of the
stockholders all matters including election of directors, except where other
provision is made by law, by the Certificate of Incorporation or by these By-
Laws, shall be decided by the vote of a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote thereat, a
quorum being present. Unless demanded by a stockholder of the Corporation
present in person or by proxy at any meeting of the stockholders and entitled to
vote thereat or so directed by the chairman of the meeting, the vote thereat on
any question or matter, including the election of directors, need not be by
ballot. Upon a demand of any such stockholder for a vote by ballot on any
question or at the direction of such chairman that a vote by ballot be taken on
any question, such vote shall be taken. On a vote by ballot each ballot shall
be signed by the stockholder voting, or by his proxy, and shall state the number
of shares voted. No holder of Preferred Stock shall be entitled to vote at any
meeting of the stockholders, except as provided by law, by the Certificate of
Incorporation or by the Certificate of Determination of Preferences creating
such Preferred Stock.
Section 7. LIST OF STOCKHOLDERS. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at said meeting, arranged in alphabetical order, showing the address of and
the number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least ten days
prior to the meeting, either at a place within the city where the meeting is to
be held and which place shall be specified in the notice of the meeting, or, if
not specified, at the place where said meeting is to be held, and the list shall
be produced and kept at the time and place of meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
Section 8. INSPECTORS OF VOTES. At each meeting of the stockholders
the chairman of such meeting may appoint one or three Inspectors of Votes to act
thereat. Each Inspector of Votes so appointed shall first subscribe an oath or
affirmation faithfully to execute the duties of an Inspector of Votes at such
meeting with strict impartiality and according to the best of his ability. Such
Inspectors of Votes shall take charge of the ballots at such meeting and after
the balloting thereat on any question shall count the ballots cast thereon and
shall make a report in writing to the secretary of such meeting of the results
thereof. An
<PAGE>
Inspector of Votes need not be a stockholder of the Corporation, and any officer
of the Corporation may be an Inspector of Votes on any question other than a
vote for or against his election to any position with the Corporation or on any
other question in which he may be directly interested. If there are three
Inspectors of Votes, the determination, report or certificate of two such
Inspectors shall be as effective as if unanimously made by all Inspectors.
Section 9. ACTION WITHOUT MEETING. Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders of the Corporation, or any action which may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. GENERAL POWERS. The property, business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors.
Section 2. NUMBER, QUALIFICATION AND TERM OF OFFICE.
(a) The number of directors which shall constitute the whole Board shall
not be less than six nor more than eleven. The number of directors shall be
fixed at such number, within the limits specified in the preceding sentence, as
determined from time to time by resolution of the Board of Directors, upon
approval by two-thirds (2/3) of the directors in office.
(b) At the 1994 Annual Meeting of Stockholders, the directors shall be
divided into three classes, as nearly equal in number as possible, with the term
of office of the first class to expire at the 1997 Annual Meeting of
Stockholders, the term of office of the second class to expire at the 1996
Annual Meeting of Stockholders and the term of office of the third class to
expire at the 1995 Annual Meeting of Stockholders. At each Annual Meeting of
Stockholders following such initial classification and
<PAGE>
election, directors elected to succeed those directors whose terms expire shall
be elected for a term of office to expire at the third succeeding Annual Meeting
of Stockholders after election.
(c) If the stockholders of the Company do not approve the continuing
classification of the Board of Directors at the 1999 Annual Meeting of
Stockholders, then Section 2(b) hereof shall be of no further force or effect
and, notwithstanding anything to the contrary in Section 2(b), the terms of all
directors shall expire at the 2000 Annual Meeting of Stockholders and all
directors elected at the 1999 Annual Meeting of Stockholders or any subsequent
meeting of stockholders shall hold office for a one-year term.
(d) Except as provided in Sections 4 and 5 to this Article III, each
director shall hold office until the end of his term and until his successor
shall be elected and qualified or until his death, resignation or removal.
Directors need not be stockholders. This Section 2 shall not be amended to
change the two-thirds (2/3) approval requirement set forth above except with the
approval of two-thirds (2/3) of the directors in office.
Section 3. RESIGNATIONS. Any director may resign at any time by giving
written notice of his resignation to the Corporation. Any such resignation
shall take effect at the time specified therein, or, if the time when it shall
become effective shall not be specified therein, then it shall take effect
immediately upon its receipt by the Secretary; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
Section 4. REMOVAL OF DIRECTORS. Any director may be removed, with
cause, at any time, by the affirmative vote of a majority in interest of the
stockholders of record of the Corporation entitled to vote, given at a special
meeting of the stockholders called for the purpose, and the vacancy in the Board
of Directors caused by any such removal may be filled by the stockholders at
such meeting or, if the stockholders shall fail to fill such vacancy, by the
Board of Directors as provided in Section 5 of this Article III. In no case
will a decrease in the number of directors shorten the term of any incumbent
director.
Section 5. VACANCIES. In case of any vacancy in the Board of Directors
caused by death, resignation, disqualification, removal, an increase in the
number of directors, or any other cause, the successor to fill the vacancy may
be elected by the holders of shares of stock entitled to vote at an annual
meeting of said holders or by two-thirds (2/3) of the directors in office,
though less
<PAGE>
than a quorum, and each director so elected shall hold office for a term
expiring at the Annual Meeting of Stockholders at which the term of the class to
which he was elected expires and until his successor shall be duly elected and
qualified, or until his death or until he shall resign or until he shall have
been removed. Additional directorships resulting from an increase in the number
of directors shall be apportioned among the three classes as equally as
possible. This section shall not be amended to change the requirement of a vote
of two-thirds (2/3) of the directors set forth above except upon the approval of
two-thirds (2/3) of the directors in office.
Section 6. PLACE OF MEETING. The Board of Directors may hold its
meetings at such place or places within or without the State of Delaware as the
Board of Directors may from time to time determine.
Section 7. ORGANIZATION MEETING. The Board of Directors shall meet
immediately following the annual meeting of stockholders and at the place where
the stockholders' meeting was held, for the purpose of electing officers and
transacting such other business as may lawfully come before it. No notice of
such meeting shall be required.
Section 8. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such times as the Board of Directors shall from time
to time by resolution determine. If any day fixed for a regular meeting shall
be a legal holiday, then the meeting which would otherwise be held on that day
shall be held at the same hour on the next succeeding business day. Except as
otherwise provided by law, notices of regular meetings need not be given.
Section 9. SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be held when called by the Chairman of the Board, the Chairman
of the Executive Committee, the President, the Secretary, Assistant Secretary or
a majority of the Directors.
Section 10. NOTICE OF MEETINGS. Notice of the time and place of all
special meetings of the Board of Directors or any committee thereof, and of any
regular meeting as to which notice is given, shall be given to each director
either by telephone or by written notice delivered personally to each director
or sent to each director by mail or by other form of written communication at
least one day before the date of the meeting. Notice of any meeting may be
waived in writing at any time before or after the meeting and will be waived by
any director by attendance at such meeting.
<PAGE>
Section 11. QUORUM AND MANNER OF ACTING. Except as otherwise provided
by statute or by these By-Laws, a majority of the total number of directors (but
not less than two) shall be required to constitute a quorum for the transaction
of business at any meeting, and the act of a majority of the directors present
at any meeting at which a quorum shall be present shall be the act of the Board
of Directors. In the absence of a quorum, a majority of the directors present
may adjourn any meeting from time to time until a quorum be had. Notice of any
adjourned meeting need not be given.
Section 12. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation or by these By-Laws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof, may be taken without a meeting, if all members of the Board
or of such committee, as the case may be, consent thereto in writing, and such
writing or writings are filed with the minutes of proceedings of the Board or
Committee.
Section 13. MEETING BY TELEPHONE. Unless otherwise restricted by the
Certificate of Incorporation or these By-Laws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
Section 14. COMPENSATION. The Board of Directors may at any time or
from time to time by resolution provide that a specified sum shall be paid to
any director of the Corporation, either as his annual compensation as such
director or member of any committee of the Board of Directors or as compensation
for his attendance at each meeting of the Board of Directors or any such
committee. The Board of Directors may also likewise provide that the
Corporation shall reimburse each director for any expense paid by him on account
of his attendance at any meeting. Nothing in this Section shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.
ARTICLE IV
EXECUTIVE COMMITTEE
Section 1. APPOINTMENT. The Board of Directors may by resolution
passed by a majority of the whole Board, appoint an Executive Committee of not
less than three
<PAGE>
members, all of whom shall be directors. The Chairman of the Executive
Committee shall be elected by the Board of Directors.
Section 2. POWERS. The Executive Committee shall have and may
exercise, when the Board is not in session, the power of the Board of Directors
in the management of the business and affairs of the Corporation; but neither
the Executive Committee nor any other committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-Laws of the Corporation, nor
shall it have the power or authority to declare a dividend, to authorize the
issuance of stock or to fill vacancies in the Board of Directors or the
Executive Committee.
Section 3. TERM. The term of the Executive Committee shall be
coexistent with that of the Board of Directors which shall have appointed such
Committee. The Board may at any time for any reason remove any individual
member of the Executive Committee and the Board may fill a Committee vacancy
created by death, resignation or removal or increase in the number of members of
the Executive Committee. The Board of Directors may designate one or more
directors as alternate members of the Executive Committee who may replace any
absent or disqualified member at any meeting of the Committee.
Section 4. MEETINGS. Regular meetings of the Executive Committee, of
which no notice shall be required, may be held on such days and at such places
as shall be fixed by resolution adopted by a majority of the Committee and
communicated to all of its members. Special meetings of the Executive Committee
shall be held whenever called by the Chairman of the Executive Committee, the
Chairman of the Board, the President, the Vice President, or a majority of the
members of the Executive Committee then in office and shall be held at such time
and place as shall be designated in the notice of the meeting.
Section 5. QUORUM AND MANNER OF ACTION. A majority of the Executive
Committee shall constitute a quorum for the transaction of business and the act
of a majority of those present at a meeting thereof at which a quorum is present
shall be the act of the Committee.
ARTICLE V
<PAGE>
OTHER COMMITTEES
Section 1. COMMITTEES OF THE BOARD OF DIRECTORS. The Board of
Directors may, by resolution passed by a majority of the whole Board, from time
to time appoint other committees of the Board of Directors. Each such
committee, to the extent permitted by law and these By-Laws, shall have and may
exercise such of the powers of the Board of Directors in the management and
affairs of the Corporation as may be prescribed by the resolution creating such
committee. A majority of all of the members of any such committee may determine
its action and fix the time and place of its meetings and specify what notice
thereof, if any, shall be given, unless the Board of Directors shall otherwise
prescribe. The Board of Directors shall have power to change the members of any
such committee at any time, to fill vacancies and to discontinue any such
committee at any time.
Section 2. NON-BOARD COMMITTEES. The authority conferred upon the
Board of Directors by Section 1 of this Article V to appoint committees of the
Board of Directors shall not be deemed to preclude the appointment by either the
Board of Directors or the Executive Committee of committees whose members need
not be directors of the Corporation provided that such committees may not
exercise any of the powers of the Board of Directors.
<PAGE>
ARTICLE VI
OFFICERS
Section 1. NUMBER. The officers of the Corporation shall be the
Chairman of the Board, the Vice Chairman of the Board, the Chairman of the
Executive Committee, the President, one or more Vice Presidents, a Secretary and
a Treasurer. The Board of Directors may also appoint one or more Assistant Vice
Presidents, Assistant Secretaries or Assistant Treasurers and such other
officers and agents with such powers and duties as it shall deem necessary.
Assistant Vice Presidents may also be appointed by the Chairman of the Board.
Any of the Vice Presidents may be given such specific designation as may be
determined from time to time by the Board of Directors. Any two or more offices
except those of President and Secretary may be held by the same person.
Section 2. ELECTION AND TERM OF OFFICE. The officers shall be elected
annually by the Board of Directors at its organization meeting following the
annual meeting of the stockholders and each shall hold office until the next
annual election of officers and until his successor is elected and qualified, or
until his death, resignation or removal. Any officer may be removed at any
time, with or without cause, by a vote of the majority of the whole Board. Any
vacancy occurring in any office may be filled by the Board of Directors.
Section 3. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD.
(a) The Chairman of the Board shall exercise such powers and perform such
duties as may be assigned to him by these By-Laws or by the Board of Directors.
The Chairman of the Board shall preside at meetings of the stockholders and
Board of Directors and, in the absence of the Chairman of the Executive
Committee, shall preside at meetings of the Executive Committee. He shall be ex
officio a member of all standing committees of the Board other than any standing
audit committee or compensation committee.
(b) The Vice Chairman of the Board, in the absence of the Chairman of the
Board, shall preside at meetings of the stockholders and Board of Directors. He
shall exercise such other powers and perform such other duties as may be
assigned to him by these By-Laws or by the Board of Directors.
Section 4. CHAIRMAN OF THE EXECUTIVE COMMITTEE. The Chairman of the
Executive Committee shall preside at all meetings of the Executive Committee
and, in the absence of the Chairman of the Board and the Vice Chairman of the
Board, shall preside at meetings of the Board of Directors.
<PAGE>
The Chairman of the Executive Committee shall perform such other duties and may
exercise such other powers as from time to time may be assigned to him by these
By-Laws or by the Board of Directors.
Section 5. PRESIDENT. The President, subject to the general control of
the Board of Directors, shall be the chief executive officer of the Corporation
and, as such, shall be responsible for the management and direction of the
affairs of the Corporation, its officers, employees and agents and shall
supervise generally the affairs of the Corporation. He shall exercise such
other powers and perform such other duties as may be assigned to him by these
By-Laws or by the Board of Directors. In the absence of the Chairman of the
Board and the Vice Chairman of the Board, he shall preside at meetings of the
stockholders and, in the absence of the Chairman of the Board, the Vice Chairman
of the Board and the Chairman of the Executive Committee, he shall preside at
meetings of the Board of Directors and the Executive Committee. He shall be ex
officio a member of all standing committees of the Board other than any standing
audit committee or compensation committee.
Section 6. VICE PRESIDENTS. In the absence of the Chairman of the
Board and the President, the Vice President designated by the Board of Directors
shall have all of the powers and duties conferred upon the President. Except
where by law the signature of the Chairman of the Board or the President is
required, each of the Vice Presidents shall have the same power as the Chairman
of the Board or the President to sign certificates, contracts and other
instruments of the Corporation. Any Vice President shall perform such other
duties and may exercise such other powers as may from time to time be assigned
to him by these By-Laws, the Board of Directors, the Chairman of the Board or
the President.
Section 7. SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall
record or cause to be recorded in books provided for the purpose the minutes of
the meetings of the stockholders, the Board of Directors, the Executive
Committee and all other committees of the Board of Directors, if any; shall see
that all notices are duly given in accordance with the provisions of these By-
Laws and as required by law; shall be custodian of all corporate records (other
than financial) and of the seal of the Corporation and see that the seal is
affixed to all documents, the execution of which on behalf of the Corporation
under its seal is duly authorized in accordance with the provisions of these By-
Laws; shall keep the list of stockholders which shall include the post office
address of each stockholder and make all proper changes therein, retaining and
filing his authority for all such entries; shall see that the books, reports,
statements, certificates and all other
<PAGE>
documents and records required by law are properly kept and filed, and, in
general, shall perform all duties incident to the office of Secretary and such
other duties as may, from time to time, be assigned to him by the Board of
Directors, the Chairman of the Board or the President. At the request of the
Secretary, or in his absence or disability, any Assistant Secretary shall
perform any of the duties of the Secretary and, when so acting, shall have all
the powers and be subject to all the restrictions upon, the Secretary. Except
where by law the signature of the Secretary is required, each of the Assistant
Secretaries shall possess the same power as the Secretary to sign certificates,
contracts, obligations and other instruments of the Corporation, and to affix
the seal of the Corporation to such instruments, and attest the same.
Section 8. TREASURER AND ASSISTANT TREASURER. The Treasurer shall keep
or cause to be kept the books of account of the Corporation and shall render
statements of the financial affairs of the Corporation in such form and as often
as required by the Board of Directors, the Chairman of the Board or the
President. The Treasurer, subject to the order of the Board of Directors, shall
have the custody of all funds and securities of the Corporation. The Treasurer
shall perform all other duties commonly incident to his office and shall perform
such other duties and have such other powers as the Board of Directors, the
Chairman of the Board or the President shall designate from time to time. At
the request of the Treasurer, or in his absence or disability, the Assistant
Treasurer or, in case there shall be more than one Assistant Treasurer, the
Assistant Treasurer designated by the Board of Directors, the Chairman of the
Board, the President or the Treasurer, may perform any of the duties of the
Treasurer and, when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the Treasurer. Except where by law the signature of
the Treasurer is required, each of the Assistant Treasurers shall possess the
same power as the Treasurer to sign all certificates, contracts, obligations and
other instruments of the Corporation.
Section 9. ASSISTANT VICE PRESIDENTS. The Assistant Vice Presidents
shall perform such duties as shall be determined by the Board of Directors, the
Chairman of the Board or the President of the Corporation.
ARTICLE VII
EXECUTION OF INSTRUMENTS
The Board of Directors may, in its discretion, determine the method and
designate the signatory officer or officers, or other person or persons, to
execute any
<PAGE>
corporate instrument or document or to sign the corporate name without
limitation, except where otherwise provided by law or in these By-Laws, and such
designation may be general or confined to specific instances.
ARTICLE VIII
VOTING OF SECURITIES OWNED BY THE CORPORATION
All stock and other securities of other corporations held by the
Corporation shall be voted, and all proxies with respect thereto shall be
executed, by the person authorized so to do by resolution of the Board of
Directors, or, in the absence of such authorization, by the Chairman of the
Board, the Chairman of the Executive Committee, the President or any Vice
President.
ARTICLE IX
SHARES OF STOCK
Section 1. FORM AND EXECUTION OF CERTIFICATES. The certificates of
stock of the Corporation shall be numbered and shall be entered in the books of
the Corporation as they are issued. They shall exhibit the holder's name and
number of shares and shall be signed by the Chairman of the Board, the President
or any Vice President and the Secretary or an Assistant Secretary. Any or all
of the signatures on such certificate may be a facsimile. In case any officer
of the Corporation who shall have signed, or whose facsimile signature shall
have been placed upon, such certificate shall cease to be such officer before
such certificate shall have been issued, such certificate may nevertheless be
issued by the Corporation with the same effect as though such person were such
officer at the date of issuance.
Section 2. TRANSFER. Transfer of stock shall be made on the books of
the Corporation only by the person named in the certificate or by attorney
lawfully constituted in writing, and upon surrender of the certificate.
Section 3. FIXING RECORD DATE. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholder or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such
<PAGE>
meeting, nor more than sixty days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
Section 4. RECORD OWNER. The Corporation shall be entitled to treat
the holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person, whether or
not it shall have express or other notice thereof, save as expressly provided by
the laws of Delaware.
Section 5. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.
ARTICLE X
DIVIDENDS
Subject to the provisions of law and of the Certificate of Incorporation,
the Board of Directors, at any regular or special meeting, may declare and pay
dividends upon the shares of its stock either (a) out of its surplus as defined
in and computed in accordance with the provisions of law or (b) in case it shall
not have any such surplus, out of its net profits for the fiscal year in which
the dividend is declared and/or the preceding fiscal year, whenever and in such
amount as, in the opinion of the Board of Directors, the condition of the
affairs of the Corporation shall render advisable.
Before payment of any dividend or making any distribution of profits, there
may be set aside out of the surplus or net profits of the Corporation such sum
or sums as the directors may from time to time, in their absolute
<PAGE>
discretion, think proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the directors shall think conducive to
the interests of the Corporation.
ARTICLE XI
CORPORATE SEAL
The corporate seal shall consist of a die bearing the name of the
Corporation and the inscription "Corporate Seal -- Delaware." Said seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE XII
AMENDMENTS
All By-Laws of the Corporation shall be subject to alterations or repeal,
and new By-Laws may be made, by the stockholders at any annual or special
meeting, or except as otherwise provided by these By-Laws or by law, by the
affirmative vote of a majority of the directors then in office given at any
regular or special meeting of the Board of Directors.
<PAGE>
EXHIBIT 11
ROBERT HALF INTERNATIONAL INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- --------------------
1994 1993 1994 1993
--------- --------- --------- ---------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net Income......................................................... $ 6,273 $ 2,900 $ 11,877 $ 5,286
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted Average Number Of Shares Outstanding (A):
Primary:
Common stock................................................... 27,213 23,894 27,125 23,795
Common stock equivalents-
Stock options (B)............................................. 949 816 918 696
--------- --------- --------- ---------
Primary shares outstanding..................................... 28,162 24,710 28,043 24,491
--------- --------- --------- ---------
--------- --------- --------- ---------
Fully Diluted:
Common stock................................................... 27,213 23,894 27,125 23,795
Common stock equivalents-
Stock options (B)............................................. 1,042 980 1,066 963
--------- --------- --------- ---------
Fully diluted shares outstanding............................... 28,255 24,874 28,191 24,758
--------- --------- --------- ---------
--------- --------- --------- ---------
Net Income Per Share:
Primary........................................................ $ .22 $ .12 $ .42 $ .22
Fully diluted.................................................. $ .22 $ .12 $ .42 $ .21
</TABLE>
- - ------------------------
(A) All share and per share amounts have been restated to retroactively reflect
the two-for-one stock split.
(B) The treasury stock method was used to determine the weighted average number
of shares of common stock equivalents outstanding during the periods.
