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EXHIBIT 3.3
WEATHERFORD INTERNATIONAL, INC.
CERTIFICATE OF DESIGNATION
SERIES A PREFERRED STOCK, $1.00 PAR VALUE
(ONE SHARE AUTHORIZED)
Pursuant to Section 151(g) of the General Corporation Law of the State
of Delaware and pursuant to authority conferred upon the Board of Directors of
Weatherford International, Inc., a Delaware corporation (the "Company"), by the
provisions of the Company's Amended and Restated Certificate of Incorporation,
as amended, the undersigned hereby certifies on behalf of the Company that the
Board of Directors of the Company adopted the following resolutions at a meeting
thereof duly convened and held on June 9, 2000:
RESOLVED, that pursuant to Article 4 of the Company's Amended
and Restated Certificate of Incorporation, as amended (the "Certificate
of Incorporation"), which authorizes the Company to issue up to
3,000,000 shares of preferred stock, $1.00 par value, the Board of
Directors hereby establishes a new series of preferred stock, with the
following designation, powers, preferences and rights, and the
qualifications, limitations or restrictions thereof:
1. Designation
The distinctive serial designation of such series is "Series A
Preferred Stock" (hereinafter called "Series A"), and the number of
shares constituting Series A shall be one.
2. No Dividend Right
The holder or holders of Series A shall have no rights as to payment of
dividends or other distributions in cash, stock or other property.
3. No Rights as to Redemption, Conversion, Exchange or Otherwise.
The Series A shall not be subject to redemption, conversion or exchange
rights at the option of the holder or holders thereof or be entitled to
any other rights not expressly set forth herein, nor shall the Company
have any obligations with respect thereto. The Company may redeem the
Series A for $1.00 in the event (a) no Exchangeable Shares are
outstanding, (b) each of the Company and Weatherford Services elect to
terminate the Voting Agreement, as approved by the holders of the
Exchangeable Shares in accordance with the provisions of such shares,
or (c) as permitted pursuant to the terms of the Voting Agreement or
any amendments or supplements thereto.
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4. Limited Voting Rights
(a) Except as expressly provided in paragraph 4(b) of
this Certificate of Designation, the holder or
holders of the Series A shall be entitled to vote or
consent in writing ("vote") only with respect to
matters for which the holders of Common Stock are
entitled to vote, in each case voting with the
holders of the Common Stock and any other outstanding
series of Preferred Stock voting with the Common
Stock, all voting as a single class, and not voting
as a separate class or series. The holder or holders
of the outstanding share of Series A shall be
entitled to cast or exercise that number of votes as
are equal to the number of Exchangeable Shares that
are outstanding on any record date set for the voting
or written consent of Common Stock. The record date
for the holder of the outstanding share of Series A,
whether at an annual or special meeting of
stockholders or by written consent, shall be the same
date as the record date established for the Common
Stock.
(b) The holder or holders of the Series A shall in all
cases vote with the holders of the Common Stock and
any other outstanding series of Preferred Stock
voting with the Common Stock, all voting as a single
class, and the holder or holders of Series A shall
have no right to vote in a class separate from the
Common Stock, except in the case, and only in the
case, of a vote on a proposed amendment to the
Certificate of Incorporation required to be submitted
to a vote of the Company's stockholders where such
proposed amendment would (i) increase or decrease the
par value of the Preferred Stock (in which case the
Series A would have one vote per share and would vote
with all outstanding shares of Preferred Stock voting
together as a single class), or (ii) modify or change
the powers, preferences, or special rights of the
share of Series A as expressly set forth herein so as
to affect them adversely (in which case the Series A
would have one vote per share and would vote as a
separate class).
(c) The Certificate of Incorporation may be amended from
time to time in a manner that would solely modify or
change the relative powers, preferences and rights
and the qualifications and limitations or
restrictions of any issued shares of any series of
Preferred Stock other than the Series A then
outstanding without the consent or approval of the
holder or holders of the Series A. Any such amendment
shall be deemed not to have affected the holders of
the Common Stock or the Series A adversely.
(d) Subject to paragraph 4(b) of this Certificate of
Designation, the holder or holders of the Series A
shall vote with the holders of the
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Common Stock and any other outstanding series of
Preferred Stock voting with the Common Stock, all
voting as a single class, in voting on any proposed
merger, consolidation or other business combination
involving the Company on which the stockholders of
the Company are entitled to vote. The holder or
holders of the Series A shall not be entitled to any
separate class vote on any such transaction and the
rights of the Series A shall not be deemed to have
been adversely affected thereby notwithstanding the
fact that the Company may no longer exist or the fact
that the Series A may no longer be outstanding
following such transaction.
5. Liquidation Rights
In the event of any complete liquidation, dissolution or winding-up of
the Company, the Series A shall have a liquidation value of $1.00 per
share and shall rank junior to all other Preferred Stock and senior to
all Common Stock as to the distribution of assets of the Company. A
merger or consolidation of the Company shall not be considered a
liquidation, dissolution or winding up of the Company.
6. No Other Benefits
The holder or holders of the share of Series A shall not be entitled to
the benefit of conditions and restrictions upon (a) the creation of
indebtedness of the Company or any subsidiary, (b) the issuance of any
additional stock (including additional shares of Series A or of any
other series) or (c) the payment of dividends or the making of other
distributions on the purchase, redemption or other acquisition by the
Company or any subsidiary of any outstanding stock of the Company.
7. No Other Rights
The Series A shall have no other relative rights, powers or preferences
or any qualifications, limitations or restrictions thereof except as
expressly and specifically set forth herein.
8. Definitions
For the purposes hereof, the following terms shall have the following
respective meanings:
"Common Stock" means shares now or hereafter issued of the class of
Common Stock, $1.00 par value, presently authorized by the Certificate
of Incorporation and stock of any other class into which such shares
may hereafter have been reclassified or changed.
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"Exchangeable Shares" means the Series 1 Exchangeable Shares of
Weatherford Services.
"Preferred Stock" means the shares now or hereafter issued of the class
of Preferred Stock, $1.00 par value, presently authorized by the
Certificate of Incorporation; and
"Voting Agreement" means the Voting and Exchange Trust Agreement dated
August 10, 2000, as amended or supplemented from time to time, between
the Company, Weatherford Oil Services, Inc. and Montreal Trust Company
of Canada, and its successors.
"Weatherford Services" means Weatherford Oil Services, Inc., an
Alberta, Canada corporation.
RESOLVED, that the Secretary or Assistant Secretary of the
Company is hereby authorized and directed, for and in the name and on
behalf of the Company, to execute, acknowledge and file, pursuant to
Section 103 of the General Corporation Law of the State of Delaware, a
certificate of designations including the foregoing resolution pursuant
to Section 151(g) of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the undersigned has executed this certificate this
7th day of August, 2000.
WEATHERFORD INTERNATIONAL, INC.
By: /s/ Burt M. Martin
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Burt M. Martin
Assistant Secretary
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