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EXHIBIT 4.10
ROWAN COMPANIES, INC.
CERTIFICATE OF DESIGNATIONS
Providing for an Issue of Series C Preferred Stock
Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
ROWAN COMPANIES, INC., a Delaware corporation (the "Corporation"),
certifies that, pursuant to the authority contained In Article Fourth of its
Certificate of Incorporation and in accordance with the provisions of Section
151 of the General Corporation Law of the State of Delaware, the 1998 Debenture
Plan Committee of the Board of Directors duly approved at its April 27, 2000
meeting (at which a quorum was present), and the Board of Directors duly
ratified and approved at its April 28, 2000 meeting (at which a quorum was
present), the empowerment of and the issuance of a directive to the proper
officers of the Corporation for the purpose of having such officers take the
appropriate actions which, in their opinion, may be necessary or proper to
create and provide for the issuance of a series of shares of Preferred Stock as
described below, and further providing for the voting powers, designations,
preferences and relative, participating, optional or other rights thereof, and
the qualifications, limitations or restrictions thereof, in addition to those
set forth in said Certificate of Incorporation, all in accordance with the
provisions of Section 151 of the General Corporation Law of the State of
Delaware, and that the approval creating such empowerment and establishing such
directive has at all times since remained in effect and is now in effect and
unamended:
(1) Pursuant to Paragraph A of Article Fourth of the Certificate of
Incorporation of the Corporation, as amended (which creates and
authorizes 5,000,000 shares of preferred stock, par value of $1.00 per
share, hereinafter called the "Preferred Stock"), the Board of
Directors empowered the proper officers to establish and provide for
the issue of a series of 9,606 shares of Preferred Stock, designated as
Series C Preferred Stock (the "Series Stock"), which shares shall be
issuable only upon conversion of the Series C Floating Rate
Subordinated Convertible Debentures (the "Related Debentures") of the
Corporation and shall be convertible into shares of common stock, $.125
par value, of the Corporation (the "Common Stock"), pursuant to the
terms and conditions hereinafter set forth.
(2) The voting powers, preferences and relative, participating, optional,
conversion, and other rights of the shares of the Series Stock, and the
qualifications, limitations or restrictions thereof, in addition to
those set forth in said Article Fourth, are as follows:
Section 1. Dividends. The holders of shares of Series Stock shall not
be entitled to receive cash dividends on such shares.
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Section 2. Liquidation Preference. (A) Upon the complete liquidation,
dissolution, or winding-up of the Corporation, whether voluntarily or
involuntarily, the Series Stock shall be entitled, before any
distribution is made to the holders of Common Stock and of any other
capital stock of the Corporation which ranks junior to the Series
Stock in respect of distributions of assets on liquidation,
dissolution or winding-up of the Corporation, to be paid $1.00 per
share, and shall not be entitled to any further payment.
(B) In case the net assets of the Corporation are insufficient
to pay all outstanding shares of Series Stock, and any other
class of stock of the Corporation ranking in parity upon a
liquidation, dissolution, or winding-up with the Series Stock
("Parity Stock"), the liquidation preferences to which all such
shares are entitled, then the entire net assets of the
Corporation shall be distributed ratably to all outstanding
shares of the Series Stock and Parity Stock, if any, in
proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution, or
winding-up.
(C) The merger or consolidation of the Corporation into or with
another corporation or the merger or consolidation of any other
corporation into or with the Corporation, or the sale, lease or
conveyance of all or substantially all the assets, property or
business of the Corporation shall not be deemed to be a
liquidation, dissolution, or winding-up of the Corporation
within the meaning of this Section 2.
Section 3. Certain Restrictions. Without the consent of the holders
of at least two-thirds of the total number of shares of Series Stock
outstanding, given in person or by proxy, either in writing or by
vote at a meeting called for the purpose, the Corporation shall not
create or authorize any additional shares of Series Stock or amend,
alter or repeal any of the rights, preferences or powers of the
holders of Series Stock so as to affect adversely any such rights,
preferences or powers; provided, however, that without the consent of
the holders of all outstanding shares of Series Stock, the
Corporation shall not amend the Series Stock to adversely affect the
Conversion Ratio thereof.
Section 4. Conversion. Each share of the Series Stock may be
converted at any time within thirty days of the issuance thereof, at
the option of the holder thereof, into shares of Common Stock of the
Corporation, on the terms and conditions set forth below in this
Section 4.
(A) Subject to the provisions for adjustment hereinafter set
forth, the number of shares of Common Stock which shall be
deliverable upon conversion of a share of Series Stock shall not
exceed the face value of the Related Debenture which was
converted into such share of Series Stock divided by the mean of
the high and low sales price of the Company's Common Stock on
the date of sale of such Related Debenture. For the
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purpose of this subparagraph (A) of this Section 4, the terms
"closing price" and "Trading Date" shall have the meanings
attributed to them in subparagraph (B)(6) of this Section 4.
(B) The number of shares of Common Stock which shall be
deliverable upon conversion of a share of Series Stock (the
"Conversion Ratio") shall be adjusted from time to time as
follows:
(1) In case the Corporation at any time or from time to
time following the date of issuance of the Related
Debentures which may be converted into shares of Series
Stock shall pay or make a dividend or other distribution
on any class of capital stock of the Corporation in Common
Stock, the Conversion Ratio in effect at the opening of
business on the day following the date fixed for the
determination of stockholders entitled to receive such
dividend or other distribution shall be increased by
multiplying such Conversion Ratio by a fraction of which
the numerator shall be the sum of the number of shares of
Common Stock outstanding at the close of business on the
date fixed for such determination and the total number of
shares of Common Stock constituting such dividend or other
distribution, and the denominator shall be the total
number of shares of Common Stock outstanding at the close
of business on the date fixed for such determination, such
increase to become effective immediately after the opening
of business on the day following the date fixed for such
determination. For the purposes of this subparagraph
(13)(1), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury
of the Corporation but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions
of shares of Common Stock. The Corporation will not pay
any dividend on shares of Common Stock held in the
treasury of the Company.
(2) In case the Corporation shall issue rights or warrants
to all holders of its Common Stock entitling them (for
periods ending within 180 days) to subscribe for or
purchase shares of Common Stock at a price per share less
than the current market price per share (determined as
provided in subparagraph (B)(6) of this Section) of the
Common Stock on the date fixed for the determination of
stockholders entitled to receive such rights or warrants,
the Conversion Ratio in effect at the opening of business
on the day following the date fixed for such determination
shall be increased by multiplying such Conversion Ratio by
a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of
business on the date fixed for such determination plus the
number of
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shares of Common Stock so offered for subscription or
purchase, and the denominator shall be the number of
shares of Common Stock outstanding at the close of
business on the date fixed for such determination plus the
number of shares of Common Stock which the aggregate of
the offering price of the total number of shares of Common
Stock so offered for subscription or purchase would
purchase at such current market price, such increase to
become effective immediately after the opening of business
on the day following the date fixed for such
determination. For the purposes of this subparagraph
(B)(2), the number of shares of Common Stock at any time
outstanding shall not include shares held in the treasury
of the Corporation but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions
of shares of Common Stock. The Corporation will not issue
any rights or warrants in respect of shares of Common
Stock held in the treasury of the Corporation.
(3) In case outstanding shares of Common Stock shall be
subdivided into a greater number of shares of Common
Stock, the Conversion Ratio in effect at the opening of
business on the day following the day upon which such
subdivision becomes effective shall be proportionately
increased, and, conversely, in case outstanding shares of
Common Stock shall each be combined into a smaller number
of shares of Common Stock, the Conversion Ratio in effect
at the opening of business on the day following the day
upon which such combination becomes effective shall be
proportionately decreased, such increase or reduction, as
the case may be, to become effective immediately after the
opening of business on the day following the day upon
which such subdivision or combination becomes effective.
(4) In case the Corporation shall, by dividend or
otherwise, distribute to all holders of its Common Stock
evidences of its indebtedness or assets (including
securities, but excluding any rights or warrants referred
to in subparagraph (B)(2) of this Section, any dividend or
distribution paid in cash out of the earned surplus of the
Company and any dividend or distribution referred to in
subparagraph (B)(1) of this Section), the Conversion Ratio
shall be adjusted so that the same shall equal that number
determined by multiplying the Conversion Ratio in effect
immediately prior to the close of business on the date
fixed for the determination of stockholders entitled to
receive such distribution by a fraction of which the
numerator shall be the current market price per share
(determined as provided In subparagraph (B)(6) of this
Section) of the Common Stock on the date fixed for such
determination and the denominator shall be such current
market price per share of the Common Stock less the then
fair market value (as determined by the Board of
Directors, whose determination shall be conclusive and
described in a resolution of such Board of Directors) of
the portion of the assets or evidences of indebtedness so
distributed applicable to one share of Common Stock, such
adjustment to become effective immediately prior to the
opening of business on the day following the
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date fixed the determination of stockholders entitled to
receive such distribution.
(5) The reclassification (including any reclassification
upon a consolidation or merger in which the Corporation is
the continuing corporation) of Common Stock into
securities including other than Common Stock shall be
deemed to involve (a) a distribution of such securities
other than Common Stock to all holders of Common Stock
(and the effective date of such reclassification shall be
deemed to be "the date fixed for the determination of
stockholders entitled to receive such distribution" and
"the date fixed for such determination" within the meaning
of subparagraph (B)(4) of this Section), and (b) a
subdivision or combination, as the case may be, of the
number of shares of Common Stock outstanding immediately
prior to such reclassification into the number of shares
of Common Stock outstanding immediately thereafter (and
the effective date of such reclassification shall be
deemed to be "the day upon which such subdivision becomes
effective" or "the day upon which such combination becomes
effective," as the case may be, and "the day upon which
such subdivision or combination becomes effective" within
the meaning of subparagraph (B)(3) of this Section).
(6) For the purpose of any computation under subparagraphs
(B)(2) and (B)(4) of this Section, the current market
price per share of Common Stock on any date shall be
deemed to be the average of the daily closing prices for
the 15 consecutive "Trading Days" selected by the Company
commencing not less than 20 nor more than 30 Trading Days
before the day in question, The closing price for each day
shall be the last reported sales price regular way or, in
case no such reported sale takes place on such day, the
average of the reported closing bid and asked prices
regular way, in either case on the New York Stock Exchange
or, if the Common Stock is not listed or admitted to
trading on such Exchange, on the principal national
securities exchange on which the Common Stock is listed or
admitted to trading or, if not listed or admitted to
trading on any national securities exchange, the average
of the closing bid and asked prices as furnished by any
New York Stock Exchange member firm selected from time to
time by the Corporation for that purpose. The term
"Trading Date" shall mean a day on which the principal
national securities exchange on which shares of the Common
Stock are listed or admitted to trading is open for the
transaction of business or, if not listed or admitted to
trading on any national securities exchange, a Monday,
Tuesday, Wednesday, Thursday or Friday on which banking
institutions in the City of Houston, Texas are not
authorized or obligated by law or executive order to
close.
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(7) The Corporation may make such increases in the
Conversion Ratio, in addition to those required by
subparagraphs (B)(1), (B)(2), (B)(3) and (B)(4) of this
Section. as it considers to be advisable in order that any
event treated for Federal Income tax purposes as a
dividend of stock or stock rights shall not be taxable to
the recipients.
(8) No adjustment in the Conversion Ratio shall be
required unless such adjustment would require an increase
or decrease of at least one percent in such Conversion
Ratio; provided, however, that any adjustment which by
reason of this subparagraph (B)(8) is not required to be
made shall be carried forward and taken into account in
any subsequent adjustment. All calculations under this
Article shall be made to the nearest 1/100 of a share.
(C) The holder of any shares of the Series Stock may exercise
his option to convert such shares into shares of Common Stock by
surrendering for such purpose to the Corporation, at its
principal office or at such other office or agency maintained by
the Corporation for that purpose, a certificate or certificates
representing the shares of Series Stock to be converted
accompanied by a written notice stating that such holder elects
to convert all or a specified whole number of such shares in
accordance with the provisions of this Section 4. As promptly as
practicable, and in any event within five business days after
the surrender of such certificates and the receipt of such
notice relating thereto, the Corporation shall deliver or cause
to be delivered (i) certificates representing the number of
validly issued, fully paid and nonassessable shares of Common
Stock of the Corporation to which the holder of the Series Stock
so converted shall be entitled and (ii) If less than the full
number of shares of the Series Stock evidenced by the
surrendered certificate or certificates are being converted, a
new certificate or certificates, of like tenor, for the number
of shares evidenced by such surrendered certificate or
certificates less the number of shares converted. Conversions
shall be deemed to have been made at the close of business on
the date of giving of such notice and of such surrender of the
certificate or certificates representing the shares of the
Series Stock to be converted so that the rights of the holder
shall cease with respect to such surrendered certificates except
for the right to receive Common Stock of the Corporation in
accordance herewith, and the converting holder shall be treated
for all purposes as having become the record holder of such
Common Stock of the Corporation at such time.
(D) In connection with the conversion of any shares of the
Series Stock, no fractions of shares or Common Stock shall be
issued, but the Corporation shall pay a cash adjustment in
respect of such fractional interest in an amount equal to the
market value of such fractional interest. In such event, the
market value of a share of Common Stock of the Corporation shall
be the current market price per share (as defined in
subparagraph (B)(6) of
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this Section 4) of such shares on the last Trading Date on which
such shares were traded immediately preceding the date upon
which such shares of Series Stock are deemed to have been
converted.
(E) The Corporation shall at all times reserve and keep
available out of its authorized Common Stock the full number of
shares of Common Stock of the Corporation issuable upon (a) the
conversion of all outstanding shares of the Series Stock, and
(b) the conversion or exercise of any other outstanding
securities or rights convertible or exercisable into Common
Stock, including outstanding Related Debentures.
Section 5. Adjustments for Certain Corporate Transactions. In case of
any consolidation of the Corporation with, or merger of the
Corporation into, any other corporation (other than a consolidation
or merger in which the Corporation is the continuing corporation and
in which no change is made in the outstanding Common Stock), or in
case of any sale or transfer of all or substantially all of the
assets of the Corporation, the corporation formed by such
consolidation or the corporation resulting from such merger or the
person which shall have acquired such assets, as the case may be,
shall make adequate provision providing that the holder of each share
of Series Stock then outstanding shall have the right thereafter to
convert such Series Stock into the kind and amount of stock or other
securities and property receivable upon such consolidation, merger,
sale or transfer by a holder of the number of shares of Common Stock
into which such Series Stock might have been converted immediately
prior to such consolidation, merger, sale or transfer. Adequate
provision shall also be made to provide for adjustments which, for
events subsequent to such consolidation, merger, sale or transfer,
shall be as nearly equivalent as may be practicable to the
adjustments provided for in Section 4. The above provisions of this
Section 5 shall similarly apply to successive consolidations,
mergers, sales or transfers.
Section 6. Reports Of Adjustments. Whenever the Conversion Ratio is
adjusted as provided in Sections 4 and 5, the Corporation shall
promptly compute such adjustment and promptly mail to each registered
holder of the Series Stock and the Related Debentures a certificate,
signed by the chief financial officer of the Corporation, setting
forth the number of shares of Common Stock into which each share of
the Series Stock is convertible as a result of such adjustment, a
brief statement of the facts requiring such adjustment and the
computation thereof and when such adjustment will become effective.
Section 7. Voting. Except as otherwise provided elsewhere in the
Certificate of Incorporation of the Corporation or required by law,
the holders of Series Stock shall have no voting power in the
election of directors or for any other purposes.
(3) Before the Corporation shall issue any shares of the Series Stock, a
certificate of designations pursuant to Section 151 of the General
Corporation Law of the State
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of Delaware shall be made, executed, acknowledged, filed and recorded
in accordance with the provisions of said Section 151; and the proper
officers of the Corporation are hereby authorized and directed to do
all acts and things which may be necessary or proper in their opinion
to carry into effect the purposes and intent of this and the other
actions required to be taken to create and provide for the issuance
of a series of shares of Preferred Stock as described above.
IN WITNESS WHEREOF, ROWAN COMPANIES, INC. has caused this Certificate to
be duly executed by its Senior Vice President and attested to by its Secretary
and has caused its corporate seal to be affixed hereto, this 28th day of July,
2000.
ROWAN COMPANIES, INC.
By: /s/E.E. Thiele
--------------------------
Senior Vice President
[Corporate Seal]
ATTEST:
/s/ Mark H. Hay
--------------------------
Secretary
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THE STATE OF TEXAS )
)
COUNTY OF HARRIS )
Before me, a Notary Public, on this day personally appeared E. E. Thiele,
known to me to be the person and officer whose name is subscribed to the
foregoing instrument and acknowledged to me that the same was the act of Rowan
Companies, Inc., a Delaware corporation, that he has executed the same as the
act of such corporation for the purposes and consideration therein expressed,
and that the facts stated therein are true.
Given under my hand and seal of office this 28th day of July, 2000.
/s/ Marcia Bridges
------------------------
Notary Public, in and for
the State of Texas
My Commission Expires:
7-18-2002
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