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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): June 2, 1997
DOMINION BRIDGE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-10372 23-2577796
State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization
500 Rue Notre Dame,
Lachine
Quebec, H8S 2B2
(Address of principal executive office)
Registrant's telephone number: (514) 634-3550
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable.
(b) Proforma financial information.
Not applicable.
(c) Exhibits (referenced to Item 601 of Regulation S-K).
3(i) Certificate of Correction to Certificate of Incorporation
of Dominion Bridge Corporation, as filed June 2, 1997.
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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.
DOMINION BRIDGE CORPORATION
Dated: June 2, 1997 By: /s/ Michel L. Marengere
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Michel L. Marengere,
Chairman and CEO
(Chief Executive Officer)
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CERTIFICATE OF CORRECTION TO
CERTIFICATE OF INCORPORATION
OF
DOMINION BRIDGE CORPORATION
FILED UNDER SECTION 103(f) OF THE
DELAWARE GENERAL CORPORATION LAW
It is hereby certified that:
1. The present name of the Corporation is DOMINION BRIDGE CORPORATION
(the "Corporation"). The Corporation was originally incorporated under the name
of "Cedar Group, Inc." by the filing of a Certificate of Incorporation with the
Secretary of State of the State of Delaware on February 16, 1989. A Restated
Certificate of Incorporation was filed on July 25, 1989 (the "First Restated
Certificate of Incorporation") which requires correction as permitted by
subsection (f) of Section 103 of the General Corporation Law of the State of
Delaware (the "GCL"). A Certificate of Amendment was filed on July 31, 1996
which requires correction as permitted by subsection (f) of Section 103 of the
GCL. A Restated Certificate of Incorporation was filed on September 5, 1996 (the
"Second Restated Certificate of Incorporation") which requires correction as
permitted by subsection (f) of Section 103 of the GCL.
2. The First Restated Certificate of Incorporation contained amendments
which were not adopted in accordance with the provisions of the General
Corporation Law of the State of Delaware ("GCL") and were, therefore,
ineffective to amend the provisions of the Corporation's Certificate of
Incorporation. These inaccuracies consisted of Article FIFTH captioned
"Indemnification and Insurance" and Article SIXTH captioned "Liability of
Directors" which are incorrect, represent amendments that were not properly
adopted and, therefore, were ineffective and incorrectly included within the
First Restated Certificate of Incorporation. In addition, the First Restated
Certificate of Incorporation did not include Article SEVENTH and Article EIGHTH
both of which were included within the Corporation's Certificate of
Incorporation and were not deleted pursuant to amendments adopted in accordance
with the provisions of the GCL and were, therefore, ineffective and incorrectly
included within the First Restated Certificate of Incorporation.
3. Due to the inaccuracies described in paragraph 2 above, Article
FIFTH and Article SIXTH of the First Amended Certificate of Incorporation shall
be corrected to read as follows:
"FIFTH: The name and address of the incorporator is as
follows:
Name Address
C. Lawrence Rutstein 1500 Chestnut Street
Suite 1600
Philadelphia, PA 19102"
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"SIXTH: 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."
4. Due to the inaccuracies described in paragraph 2 above, the First
Restated Certificate of Incorporation should have included Articles SEVENTH and
EIGHTH and shall be corrected so that Article SEVENTH and Article EIGHTH read as
follows:
"SEVENTH: Elections of directors need not be by written ballot
unless the By-Laws of the Corporation shall so provide."
"EIGHTH: A director of this Corporation shall not be
personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director; provided, however,
that this shall not exempt a director from 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 General Corporation Law of the State of
Delaware, or (iv) for any transaction from which a director derived an
improper personal benefit."
5. The Certificate of Amendment filed January 31, 1992 included certain
amendments captioned "SEVENTH: Board of Directors," which contained an
inaccuracy shall be corrected such that the word "SEVENTH" shall be deleted and
replaced with the word "NINTH."
6. The Second Amended Certificate of Incorporation included Article
FIFTH and Article SIXTH from the First Restated Certificate of Incorporation
which, as set forth in paragraph 2, above constituted amendments which were not
adopted in accordance with the provisions of the GCL and were, therefore,
ineffective and incorrectly included within the Second Restate Certificate of
Incorporation. In addition, the Second Restated Certificate of Incorporation did
not include Article SEVENTH and Article EIGHTH which, as set forth in paragraph
2 above, appeared in the Certificate of Incorporation, but were not included in
the First Restated Certificate of Incorporation and were not deleted through an
amendment adopted in accordance with the provisions of the GCL and were,
therefore, ineffective and incorrectly included within the Second Restated
Certificate of Incorporation. Finally, as set forth in paragraph 5 above,
Article SEVENTH appearing in the Second Restated Certificate of Incorporation
was incorrect.
7. Accordingly, Articles FIFTH and SIXTH of the Second Restated
Certificate of Incorporation should be corrected to read as set forth in
paragraph 3 above. Additionally, Article SEVENTH of the Second Restated
Certificate of Incorporation shall be amended such that the word "SEVENTH" shall
be deleted and replaced with the word "NINTH." Additionally, Article SEVENTH of
the Second Restated Certificate of Incorporation shall be amended such that the
word "SEVENTH" shall be deleted and shall read "NINTH." Finally, Article SEVENTH
shall be included to read as set forth in paragraph 4 above and Article EIGHTH
of the Second Restated Certificate of Incorporation shall be included to read as
set forth in paragraph 4 above.
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IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Correction on this 2nd day of June, 1997.
ATTEST: DOMINION BRIDGE CORPORATION
/s/ Olivier Despres /s/ Nicolas Matossian
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Olivier Despres Nicolas Matossian
Secretary President
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