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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ROBERT HALF INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 94-1648752
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
2884 SAND HILL ROAD,
MENLO PARK, CALIFORNIA 94025
(Address of principal executive offices) (Zip Code)
</TABLE>
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Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Title of each Name of each exchange on
class to be so registered which each class is to be registered
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COMMON STOCK NEW YORK STOCK EXCHANGE
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Registrant is authorized to issue up to 260,000,000 shares of Common
Stock, $.001 per share par value. The holders of the Common Stock are
entitled to one vote for each share held of record on each matter
submitted to a vote of stockholders. The holders of the Common Stock are
not entitled to cumulative voting for the election of directors. The Board
of Directors is classified into three classes of directors with staggered
three-year terms. The classification of the Board of Directors will,
however, cease in 2005, and all terms will end in such year, unless the
stockholders re-approve the classification at the 2004 Annual Meeting of
Stockholders. Subject to preferences that may be applicable to any shares of
Preferred Stock outstanding at the time, holders of Common Stock are
entitled to receive ratably such dividends as may be declared by the Board
of Directors out of funds legally available therefor and, in the event of
the liquidation, dissolution or winding up of the Registrant, are entitled to
share ratably in all assets remaining after payment of liabilities. Holders
of Common Stock have no preemptive rights and have no rights to convert their
Common Stock into any other securities.
As stated in the foregoing paragraph, the right of holders of the
Common Stock to receive dividends or to receive distributions in the
event of the liquidation, dissolution or winding up of the Registrant is
subject to the preferences of the holders of any shares of Preferred
Stock that are then outstanding. The Registrant is authorized to issue up
to 5,000,000 shares of Preferred Stock, par value $.001 per share. The
Preferred Stock may be issued in series as determined by the Board of
Directors without further action by the stockholders. The Board of Directors
has the authority to fix and determine the terms, limitations and relative
rights and preferences of the Preferred Stock, to establish series of
Preferred Stock and to fix and determine the variations among series. No
shares of Preferred Stock are currently outstanding.
The Board of Directors has authorized and designated 2,000,000 shares of
the Preferred Stock as Series A Junior Participating Preferred Stock, par
value $.001 per share, issuable pursuant to the exercise of preferred share
purchase rights (the "Rights") under the terms and conditions set forth in
the Rights Agreement dated as of July 23, 1990, as amended, between the
Registrant and Chase Manhattan Bank, as Rights Agent. Pursuant to the Rights
Agreement, one Right is issued with respect to each outstanding share of
Common Stock. No such shares of Junior Participating Preferred Stock are
currently outstanding. The description of the Rights contained in the Form
8-A, as amended, for the Rights, including the exhibits thereto, is
incorporated herein by reference.
The Registrant's Certificate of Incorporation provides that the
affirmative vote of not less than 2/3 of the outstanding shares entitled
to vote for the election of directors is required to approve any (a) merger
or consolidation of Registrant with an Affiliate, (b) any sale, lease,
exchange or other disposition of all or substantially all of Registrant's
property and assets to an Affiliate, or (c) any issuance of securities to an
Affiliate in a transaction that would otherwise require, pursuant to law
or the rules of any national securities exchange on which Registrant's
securities are listed, the approval of the stockholders of Registrant.
Notwithstanding the foregoing, a majority of the disinterested members of
Registrant's Board of Directors may adopt a resolution providing that the
foregoing transactions may be approved by the holders of a majority of the
outstanding shares. For purposes of the foregoing, Affiliate means any
person which directly or indirectly owns, either individually or
collectively with all other persons under common control, 10% or more
of Registrant's shares entitled to vote with respect to the
transaction in question.
ITEM 2. EXHIBITS.
1. Restated Certificate of Incorporation, incorporated by reference to
Exhibit 3.1 to Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 1998.
2. By-laws.
3. Registrant's Form 8-A, as amended, for its preferred share purchase
rights, incorporated by reference to such document.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
June 16, 1999 ROBERT HALF INTERNATIONAL INC.
By: /s/ STEVEN KAREL
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Steven Karel
VICE PRESIDENT
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EXHIBIT 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 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. 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. Any previously scheduled
meeting of the stockholders may be postponed, and (unless the Certificate of
Incorporation otherwise provides) any special meeting of the stockholders may be
cancelled, by resolution of the Board of Directors upon public notice given
prior to the date previously scheduled for such meeting of stockholders.
Section 5. QUORUM AND ADJOURNMENT. 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. The Chairman of the meeting may
adjourn the meeting from time to time,
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whether or not there is such a quorum. No notice of the time and place of
adjourned meetings need be given except as required by law. The stockholders
present at a duly called meeting at which a quorum is present may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
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 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 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. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.
(a) Annual Meetings of Stockholders.
(1) Nominations of persons for election to the Board of Directors of
the Corporation and the proposal of business to be considered by
the stockholders may be made at an annual meeting of stockholders (a)
pursuant to the Corporation's notice of meeting, (b) by or at the
direction of the
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Board of Directors or (c) by any stockholder of the Corporation who was a
stockholder of record at the time of giving of notice provided for in
this By-Law, who is entitled to vote at the meeting and who complies with
the notice procedures set forth in this By-Law.
(2) For nominations or other business to be properly brought before
an annual meeting by a stockholder pursuant to clause (c) of
paragraph (a)(1) of this By-Law, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation and such
other business must otherwise be a proper matter for stockholder action.
To be timely, a stockholder's notice shall be delivered to the Secretary
at the principal executive offices of the Corporation not later than the
close of business on the 60th day nor earlier than the close of business
on the 90th day prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of the
annual meeting is more than 30 days before or more than 60 days after
such anniversary date, notice by the stockholder to be timely must be so
delivered not earlier than the close of business on the 90th day prior to
such annual meeting and not later than the close of business on the later
of the 60th day prior to such annual meeting or the 10th day following
the day on which public announcement of the date of such meeting is first
made by the Corporation. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the
giving of a stockholder's notice as described above. Such stockholder's
notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and Rule 14a-11 thereunder (including such person's written consent
to being named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any other business that the stockholder
proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of
such stockholder and the beneficial owner, if any, on whose behalf the
proposal is made; and (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is
made (i) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (ii) the class and
number of shares of the Corporation which are owned beneficially and of
record by such stockholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of paragraph
(a)(2) of this By-Law to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the
Corporation is increased and there is no public announcement by the
Corporation naming all of the nominees for director or specifying the
size of the increased Board of Directors at least 70 days prior to the
first anniversary of the preceding year's annual meeting, a stockholder's
notice required by this By-Law shall also be considered timely, but only
with respect to nominees for any new positions created by such increase,
if it shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the
10th day following the day on which such public announcement is first
made by the Corporation.
(b) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been
brought before the meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board of Directors may be made at
a special meeting of stockholders at which directors are to be elected
pursuant to the Corporation's notice of meeting (a) by or at the direction
of the Board of Directors or (b) provided that the Board of Directors has
determined that directors shall be elected at such meeting, by any
stockholder of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this By-Law, who shall be entitled to vote
at the meeting and who complies with the notice procedures set forth in this
By-Law. In the event the Corporation calls a special meeting of stockholders
for the purpose of electing one or more directors to the Board of Directors,
any such stockholder may nominate a person or persons (as
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the case may be), for the election to such position(s) as specified in the
Corporation's notice of meeting, if the stockholder's notice required by
paragraph (a)(2) of this By-Law shall be delivered to the Secretary at the
principal executive offices of the Corporation not earlier than the close of
business on the 90th day prior to such special meeting and not later than
the close of business on the later of the 60th day prior to such special
meeting or the 10th day following the day on which public announcement is
first made of the date of the special meeting and of the nominees proposed
by the Board of Directors to be elected at such meeting. In no event shall
the public announcement of an adjournment of a special meeting commence a
new time period for the giving of a stockholder's notice as described above.
(c) General.
(1) Only such persons who are nominated in accordance with the
procedures set forth in this By-Law shall be eligible to serve as
directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance
with the procedures set forth in this By-Law. Except as otherwise
provided by law, the Certificate of Incorporation or these By-Laws, the
Chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the
meeting was made or proposed, as the case may be, in accordance with the
procedures set forth in this By-Law and, if any proposed nomination or
business is not in compliance with this By-Law, to declare that such
defective proposal or nomination shall be disregarded.
(2) For purposes of this By-Law, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
Act.
(3) Notwithstanding the foregoing provisions of this By-Law, a
stockholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with respect to
the matters set forth in this By-Law. Nothing in this By-Law shall be
deemed to affect any rights (i) of stockholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8
under the Exchange Act or (ii) of the holders of any series of Preferred
Stock to elect directors under specified circumstances.
Section 10. RECORD DATE FOR ACTION BY WRITTEN CONSENT. In order that the
Corporation may determine the stockholders entitled to consent to corporate
action in writing without a meeting, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which date
shall not be more than 10 days after the date upon which the resolution fixing
the record date is adopted by the Board of Directors. Any stockholder of record
seeking to have the stockholders authorize or take corporate action by written
consent shall, by written notice to the Secretary, request the Board of
Directors to fix a record date. The Board of Directors shall promptly, but in
all events within 10 days after the date on which such a request is received,
adopt a resolution fixing the record date. If no record date has been fixed by
the Board of Directors within 10 days of the date on which such a request is
received, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in Delaware,
its principal place of business or to any officer or agent of the Corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the date on which the Board of
Directors adopts the resolution taking such prior action.
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Section 11. INSPECTORS OF WRITTEN CONSENT. In the event of the delivery,
in the manner provided by Section 10, to the Corporation of the requisite
written consent or consents to take corporate action and/or any related
revocation or revocations, the Corporation shall engage nationally recognized
independent inspectors of elections for the purpose of promptly performing a
ministerial review of the validity of the consents and revocations. For the
purpose of permitting the inspectors to perform such review, no action by
written consent without a meeting shall be effective until such date as the
independent inspectors certify to the Corporation that the consents delivered to
the Corporation in accordance with Section 10 represent at least the minimum
number of votes that would be necessary to take the corporate action. Nothing
contained in this paragraph shall in any way be construed to suggest or imply
that the Board of Directors or any stockholder shall not be entitled to contest
the validity of any consent or revocation thereof, whether before or after such
certification by the independent inspectors, or to take any other action
(including, without limitation, the commencement, prosecution, or defense of any
litigation with respect thereto, and the seeking of injunctive relief in such
litigation).
Section 12. EFFECTIVENESS OF WRITTEN CONSENT. Every written consent shall
bear the date of signature of each stockholder who signs the consent and no
written consent shall be effective to take the corporate action referred to
therein unless, within 60 days of the earliest dated written consent received in
accordance with Section 10, a written consent or consents signed by a sufficient
number of holders to take such action are delivered to the Corporation in the
manner prescribed in Section 10.
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 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 2004 Annual Meeting
of Stockholders, then Section 2(b) hereof shall be of no further force or
effect after the date of the 2005 Annual Meeting of Stockholders and, not-
withstanding anything to the contrary in Section 2(b), the terms of all
directors shall expire at the 2005 Annual Meeting of Stockholders and
all directors elected at the 2004 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.
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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 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.
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.
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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 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.
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ARTICLE V
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.
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. 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.
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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 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.
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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 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 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
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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 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.
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