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Exhibit 3(i)
CERTIFICATE OF INCORPORATION
OF
KAISER GROUP HOLDINGS, INC.
FIRST: Name. The name of this corporation is Kaiser Group Holdings, Inc.
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(the "Corporation").
SECOND: Registered Office and Agent. The address of the Corporation's
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registered office in the State of Delaware is to be located at 2711 Centerville
Road, Suite 400, in the City of Wilmington, County of New Castle, State of
Delaware 19808. Its registered agent at such address is Corporation Service
Company.
THIRD: Purpose. The purpose of the Corporation is to engage in any lawful
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act or activity for which corporations may be organized under the Delaware
General Corporation Law, as amended from time to time (the "DGCL").
FOURTH: Capital Stock.
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Section 4.1. Authorized Shares. The total number of shares of stock which
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the Corporation shall have authority to issue is 5,000,000, 3,000,000 of which
shall be shares of Common Stock with a par value of $0.01 per share and
2,000,000 of which shall be shares of Preferred Stock with a par value of $0.01
per share. The Corporation shall not issue any non-voting equity securities.
Section 4.2. Preferred Stock.
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(a) Board Authorized to Fix Terms. The Board of Directors is
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authorized, subject to limitations prescribed by law, by resolution or
resolutions to provide for the issuance of shares of Preferred Stock in one or
more series, and, by filing a certificate when required by the applicable law of
the State of Delaware, to establish from time to time the number of shares to be
included in each such series and to fix the designation, powers, preferences and
rights of the shares of each such series and the qualifications, limitations or
restrictions thereof. The authority of the Board with respect to each series
shall include, but not be limited to, determination of the following:
(i) the number of shares constituting that series, including the
authority to increase or decrease such number, and the distinctive designation
rof that series;
(ii) the dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, the date or dates from which they
shall be cumulative and the relative rights of priority, if any, in the payment
of dividends on shares of that series;
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(iii) the voting rights, if any, of the shares of that series in
addition to the voting rights provided by law and the terms of any such voting
rights;
(iv) the terms and conditions, if any, upon which shares of
that series shall be convertible or exchangeable for shares of any other class
or classes of stock of the Corporation or other entity, including provision for
adjustment of the conversion or exchange rate upon the occurrence of such events
as the Board of Directors shall determine;
(v) the right, if any, of the Corporation to redeem shares of
that series and the terms and conditions of such redemption, including the date
or dates upon or after which they shall be redeemable and the amount per share
payable in case of redemption, which amount may vary according to different
conditions and different redemption dates;
(vi) the obligation, if any, of the Corporation to retire
shares of that series pursuant to a retirement or sinking fund or fund of a
similar nature for the redemption or purchase of shares of that series and the
terms and conditions of such obligation;
(vii) the rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, in the payment of
shares of that series; and
(viii) any other rights, preferences and limitations of the
shares of that series as may be permitted by law.
(b) Dividend Preference. Dividends on outstanding shares of Preferred
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Stock shall be paid or declared and set apart for payment before any dividends
shall be paid or declared and set apart for payment on shares of Common Stock
with respect to the same dividend period.
(c) Relative Liquidation Preference. If, upon any voluntary or
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involuntary liquidation, dissolution or winding up of the Corporation, the
assets available for distribution to holders of shares of Preferred Stock of all
series shall be insufficient to pay such holders the full preferential amount to
which they are entitled, then such assets shall be distributed ratably among the
shares of all series of Preferred Stock in accordance with their respective
priorities and preferential amounts (including unpaid cumulative dividends, if
any) payable with respect thereto.
(d) Reissuance of Preferred Stock. Subject to the conditions or
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restrictions on issuance set forth in the resolution or resolutions adopted by
the Board of Directors providing for the issue of any series of shares of
Preferred Stock, shares of Preferred Stock of any series that have been redeemed
or repurchased by the Corporation (whether through the operation of a sinking
fund or otherwise) or that, if convertible or exchangeable, have been converted
or exchanged in accordance with their terms, shall be retired and have the
status of authorized and unissued shares of Preferred Stock of the same series
and may be reissued as a part of the series
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of which they were originally a part or may, upon the filing of an appropriate
certificate with the Delaware Secretary of State, be reissued as part of a new
series of shares of Preferred Stock to be created by resolution or resolutions
of the Board of Directors or as part of any other series of shares of Preferred
Stock.
Section 4.3. Series 1 Redeemable Cumulative Preferred Stock. The
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designations, dividend rate, redemption provisions, voting powers, rights on
liquidation, dissolution or winding up, and other preferences and relative,
participating, optional or other special rights of the Corporation's Series 1
Redeemable Cumulative Preferred Stock, par value $0.01 per share, and the
qualifications, limitations or restrictions thereof, are as follows:
1. Designation. The designation of the series of Preferred Stock
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created and authorized hereby shall be "Series 1 Redeemable Cumulative Preferred
Stock" (the "Series 1 Preferred Stock"), consisting of 2,000,000 shares. The par
value of the Series 1 Preferred Stock shall be $0.01 per share, which value does
not represent a determination by the Board of Directors for the purposes of the
capital accounts.
2. Rank. The Series 1 Preferred Stock shall, with respect to dividend
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rights and rights on liquidation, winding up and dissolution, rank prior to the
Common Stock, par value $0.01 per share, of the Corporation (the "Common
Stock"). (All equity securities of the Corporation to which the Series 1
Preferred Stock ranks prior, including the Common Stock, are collectively
referred to herein as the "Junior Securities," all equity securities of the
Corporation with which the Series 1 Preferred Stock ranks on a parity are
collectively referred to herein as the "Parity Securities" and all equity
securities of the Corporation (other than convertible debt securities) to which
the Series 1 Preferred Stock ranks junior, whether with respect to dividends or
upon liquidation, dissolution, winding-up or otherwise, are collectively
referred to herein as the "Senior Securities.") The Series 1 Preferred Stock
shall be subject to the creation of Junior Securities, Parity Securities and
Senior Securities.
3. Dividends.
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(a) The holders of the shares of Series 1 Preferred Stock shall be
entitled to receive, out of funds legally available for the payment of
dividends, cumulative annual dividends paid in cash at a rate of 7.0% of the
Liquidation Preference Per Share (as defined in Section 4(a)), or paid in
additional shares of Series 1 Preferred Stock at a rate of 12.0% of the
Liquidation Preference Per Share, with the form of payment being in the sole
discretion of the Corporation. Dividends paid in additional shares of Series 1
Preferred Stock may be paid from either authorized but unissued shares or shares
that are owned by the Corporation. As relates to a quarterly dividend that the
Corporation elects to pay in shares of Series 1 Preferred Stock, the number of
shares to be distributed to a holder of Series 1 Preferred Stock shall be
calculated by multiplying the number of shares held by that holder by 12% of the
Liquidation Preference per Share and dividing the result by four, except that no
fractional shares shall be issued and in lieu of fractional shares, the holder
shall be entitled to receive a cash payment equal to the fractional interest
otherwise issuable multiplied by $55.
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(b) Dividends shall be payable in quarterly payments in arrears on
April 30, July 31, October 31 and January 31 of each year (each such date, a
"dividend payment date"), commencing with the first dividend payment date
following the Transaction Date (as defined in Section 5(a)), in preference to
dividends on the Junior Securities. Such dividends shall be payable to the
holders of the Series 1 Preferred Stock who are holders of record on the record
date fixed by the Board of Directors (each such date, a "dividend payment record
date"). Except as provided in Section 3(d), each of such quarterly dividends
shall be fully cumulative and shall accrue (whether or not declared), without
interest, from the previous dividend payment date. Dividends payable for the
first dividend period and any partial dividend period shall be calculated on the
basis of a 360-day year and the actual number of days elapsed in the period for
which payable.
(c) All dividends paid with respect to shares of the Series 1
Preferred Stock pursuant to Section 3(a) shall be paid pro rata to the holders
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entitled thereto.
(d) If any dividends are not paid in full upon the shares of the
Series 1 Preferred Stock and any other Parity Securities, all dividends declared
and paid upon shares of the Series 1 Preferred Stock and any other Parity
Securities shall be declared and paid pro rata so that the amount of dividends
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declared per share of the Series 1 Preferred Stock and such Parity Securities
shall in all cases bear to each other the same ratio that accrued dividends per
share on the Series 1 Preferred Stock and such Parity Securities bear to each
other.
(e) (i) Holders of shares of the Series 1 Preferred Stock shall be
entitled to receive the dividends provided for in Section 3(a) hereof in
preference to and in priority over any dividends upon any of the Junior
Securities.
(ii) So long as any shares of the Series 1 Preferred Stock are
outstanding, the Board of Directors shall not declare, and the Corporation shall
not pay, or set apart for payment, any dividend on any of the Junior Securities,
or call for or pay, or set apart for payment money for a sinking or other
similar fund, for the repurchase, redemption or other retirement of, any Junior
Securities or any warrants, rights or options exercisable for or convertible
into any of the Junior Securities (other than (a) purchases or redemptions
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pursuant to or in accordance with employee benefit plans, employee stock
subscriptions and stock option agreements entered into between the Corporation
and certain of its or its subsidiaries' directors, officers and employees, and
(b) the repurchase, redemption or other retirement of any Series 1 Preferred
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Stock made pursuant to the requirements of Section 5(a) hereof), or make any
distribution in respect of the Junior Securities, either directly or indirectly,
and whether in cash, obligations or other property (other than distributions or
dividends in Junior Securities to the holders of Junior Securities), and shall
not permit any corporation or other entity directly or indirectly controlled by
the Corporation to purchase or redeem any of the Junior Securities or any
warrants, rights, calls or options exercisable for or convertible into any of
the Junior Securities (other than (x) purchases or redemptions pursuant to or in
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accordance with employee benefit plans, employee stock subscriptions and stock
option agreements entered into between the Corporation and certain of its or its
subsidiaries' directors, officers and employees) unless
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prior to or concurrently with such declaration, payment, setting apart for
payment, repurchase, redemption or other retirement or distribution, as the case
may be, all accrued and unpaid dividends on shares of the Series 1 Preferred
Stock not paid on the dates provided for in Section 3(a) hereof (including
accrued dividends not paid by reason of the terms and conditions of Section 3(a)
or Section 3(d) hereof) shall have been or be paid.
(f) Holders of shares of the Series 1 Preferred Stock at the close of
business on a dividend payment record date shall be entitled to receive the
dividend payable on such shares unless such shares shall have been redeemed
prior to such dividend payment date.
(g) Notwithstanding anything to the contrary contained in this Section
3, in the event that any entity affiliated with the Corporation becomes a holder
of shares of Series 1 Preferred Stock as the result of the required purchase of
such shares from cash distributions or proceeds related to Kaiser-Hill Company
LLC, in accordance with the provisions of an agreement with other holders of
Series 1 Preferred Stock, such affiliated entity shall not be entitled to
receive any dividends to which it otherwise would be entitled as a holder of
Series 1 Preferred Stock. The preceding sentence shall not operate so as to
increase the pro rata dividends payable to non-affiliated holders of Series 1
Preferred Stock, which dividends shall continue to be calculated in accordance
with the provisions of this Section 3 on the basis of all holders of outstanding
Series 1 Preferred Stock, including the affiliated entity and as if the
affiliated entity was entitled to receive such dividends. For purposes of this
Certificate of Incorporation, an entity shall be deemed to be "affiliated" with
the Corporation or an "affiliated entity" of the Corporation if it directly, or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with, the Corporation.
(h) To the extent permitted or required by applicable law, the
Corporation will treat the Series 1 Preferred Stock as debt for federal income
tax and other tax purposes and will treat dividends paid on the Series 1
Preferred Stock as interest expense for federal income tax and other tax
purposes.
4. Liquidation Preference.
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(a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, the holders of
shares of Series 1 Preferred Stock then outstanding shall be entitled to be paid
out of the assets of the Corporation available for distribution to its
stockholders an amount in cash equal to the Liquidation Preference Per Share
plus all accrued but unpaid dividends thereon to the date of voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation for each share outstanding before any payment shall be made or any
assets distributed to the holders of any of the Junior Securities. For purposes
of this Certificate of Incorporation, the "Liquidation Preference Per Share"
shall mean cash in the amount of $55.00 per share. If the assets of the
Corporation are not sufficient to pay in full the liquidation payments payable
to the holders of outstanding shares of the Series 1 Preferred Stock and any
Parity Securities, then the holders of all such shares shall share ratably in
such distribution of assets in accordance with the amount which would be payable
on such distribution if the amounts to which
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the holders of outstanding shares of Series 1 Preferred Stock and the holders of
outstanding shares of such Parity Securities are entitled were paid in full.
Except as provided in this Section 4(a), holders of the Series 1 Preferred Stock
shall not be entitled to any distribution in the event of liquidation,
dissolution or winding up of the affairs of the Corporation.
(b) For the purposes of this Section 4, neither the voluntary sale,
conveyance, lease, exchange or transfer (for cash, shares of stock, securities
or other consideration) of all or substantially all of the property or assets of
the Corporation nor the consolidation or merger of the Corporation with or into
one or more other corporations nor the consolidation or merger of one more
corporations with or into the Corporation shall be deemed to be a voluntary or
involuntary liquidation, dissolution or winding up.
(c) Notwithstanding anything to the contrary contained in this Section
4, in the event that any entity affiliated with the Corporation becomes a holder
of shares of Series 1 Preferred Stock as the result of the required purchase of
such shares from cash distributions or proceeds related to Kaiser-Hill Company
LLC, in accordance with the provisions of an agreement with other holders of
Series 1 Preferred Stock, such affiliated entity shall not be entitled to be
paid any amounts in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, provided that any
such nonpayment to any affiliated entity shall not operate so as to increase the
payments to which non-affiliated holders of Series 1 Preferred Stock would
otherwise be entitled in accordance with the provisions of this Section 4, which
payments shall be calculated as if the affiliated entity was entitled to receive
payments in the event of the voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Corporation.
5. Redemption; Repurchase Upon Change of Control.
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(a) Voluntary Redemption by the Corporation. The Corporation may
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redeem at its option the Series 1 Preferred Stock, at any time in whole or from
time to time in part after the Transaction Date (as defined in this Section
5(a)), at a redemption price per share equal to 100% of the Liquidation
Preference Per Share, plus all accrued but unpaid dividends thereon to the date
of redemption, to the extent the Corporation shall have funds legally available
for such payment, except that the Corporation shall not be permitted to redeem
any shares of Series 1 Preferred Stock that are held by any entity affiliated
with the Corporation.
As used herein, the term "Transaction Date" shall mean the date of
initial issuance of the Series 1 Preferred Stock.
(b) Redemption Upon Disposition of Assets. (i) In the event that the
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Corporation or any Subsidiary (as such term is defined in Section 5(e) hereof)
of the Corporation engages in any Asset Disposition (as defined in this Section
5(b)), the Corporation shall apply, or cause such Subsidiary to apply, 100% of
the Net Cash Proceeds (as defined in this Section 5(b)) of such Asset
Disposition to redeem Series 1 Preferred Stock (other than Series 1 Preferred
Stock held by any entity that is affiliated with the Corporation) at a
redemption price per share equal to
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100% of the Liquidation Preference Per Share, plus all accrued and unpaid
dividends thereon to the date of redemption.
(ii) For purposes of this Section 5(b), "Asset Disposition" means
any sale, lease, transfer or other disposition (or series of related sales,
leases, transfers or dispositions that are part of a common plan) (each, for
purposes of this definition, referred to as a "disposition") of shares of a
Subsidiary of the Corporation or of any other property or other assets by the
Corporation or any Subsidiary of the Corporation, including any disposition by
means of a merger, consolidation or similar transaction, other than (A) a
disposition as between the Corporation and a Subsidiary or between Subsidiaries
of the Corporation, (B) a disposition of inventory or collection of receivables
in the ordinary course of business, (C) a disposition of obsolete or worn out
equipment or equipment that is no longer useful in the conduct of the business
of the Corporation and its Subsidiaries and that is disposed of in each case in
the ordinary course of business, (D) dispositions of property for net proceeds
which, when taken collectively with the net proceeds of any other such
dispositions under this clause (D) that were consummated since the beginning of
the calendar year in which such disposition is consummated, do not exceed $3
million.
(iii) For purposes of this Section 5(b), "Net Cash Proceeds"
means cash payments received (including any cash payments received by way of
deferred payment of principal pursuant to a note or installment receivable or
otherwise, but only as and when received, but excluding any other consideration
received in the form of assumption of indebtedness or other obligations relating
to the properties or assets subject to an Asset Disposition) from an Asset
Disposition, in each case net of (A) all legal, title and recording tax
expenses, commissions and other fees and expenses incurred, and all Federal,
state, foreign and local taxes required to be paid or accrued as a liability
under GAAP, as a consequence of such Asset Disposition, (B) all distributions
and other payments required to be made to any person owning a beneficial
interest in assets subject to sale or minority interest holders in Subsidiaries
or joint ventures as a result of such Asset Disposition, (C) the deduction of
appropriate amounts to be provided by the seller as a reserve, in accordance
with GAAP and as reasonably determined by the Board of Directors of the
Corporation, against any liabilities associated with the assets disposed of in
such Asset Disposition, and (D) any portion of the purchase price from an Asset
Disposition placed in escrow (whether as a reserve for adjustment of the
purchase price, for satisfaction or indemnities in respect of such Asset
Disposition or otherwise in connection with such Asset Disposition), provided,
however, that upon the termination of such escrow, Net Cash Proceeds shall be
increased by any portion of funds therein released to the Corporation or any
Subsidiary.
(c) Redemption Relating to Certain Nova Hut Project Funds. The
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Corporation's subsidiary, Kaiser Netherlands, B.V., is performing a certain
contract for engineering and related services pertaining to a steel mini-mill
project owned by Nova Hut, a.s. in Ostrava, Czech Republic. In the event that
cash pledged by the Corporation in support of a certain letter of credit issued
in connection with such project is released from such pledge so it
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becomes available to the Corporation and not restricted to use in connection
with such project, the Corporation shall use all of such cash to redeem shares
of Series 1 Preferred Stock (other than Series 1 Preferred Stock held by any
entity affiliated with the Corporation) at a redemption price per share equal to
100% of the Liquidation Preference Per Share, plus all accrued and unpaid
dividends thereon to the date of redemption. In addition, certain amounts due to
Kaiser Netherlands, B.V. under the contract governing such project have been
retained and are held in an escrow account in the Czech Republic. In the event
amounts due to Kaiser Netherlands, B.V. and retained in such account are
released to Kaiser Netherlands, B. V. and become available to the Corporation
and not restricted to use in connection with such project, then if and to the
extent that the Board of Directors determines, in its sole discretion, that such
redemption would be financially prudent, the Corporation shall cause such
amounts to be used to redeem Series 1 Preferred Stock (other than Series 1
Preferred Stock held by any entity affiliated with the Corporation) at a
redemption price per share equal to 100% of the Liquidation Preference Per
Share, plus all accrued and unpaid dividends thereon to the date of redemption.
(d) Redemption Pro Rata, etc. (i) So long as any shares of the Series
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1 Preferred Stock are outstanding, any repurchase, redemption or other
retirement of any Parity Securities or any warrants, rights or options
exercisable for or convertible into any of the Parity Securities (other than the
repurchase, redemption or other retirement of debentures or other debt
securities that are convertible or exchangeable into any Parity Securities) must
be made on a pro rata basis with the Series 1 Preferred Stock so that the total
redemption prices of the shares redeemed of Series 1 Preferred Stock and such
Parity Securities shall in all cases bear to each other the same ratio that the
total redemption prices of all shares outstanding on the applicable date of
Series 1 Preferred Stock and such Parity Securities bear to each other, unless
prior to or concurrently with such repurchase, redemption or other retirement,
as the case may be, all accrued and unpaid dividends on shares of the Series 1
Preferred Stock not paid on the dates provided for in Section 3(a) hereof
(including accrued dividends not paid by reason of the terms and conditions of
Section 3(a) or Section 3(c) hereof) shall have been or be paid.
(ii) Shares of Series 1 Preferred Stock that have been issued
and reacquired in any manner, including shares purchased or redeemed or
exchanged, shall be retired by action of the Corporation's Board of Directors
and shall not be reissued as part of any series of the Preferred Stock.
(iii) In the event that fewer than all the outstanding shares of
Series 1 Preferred Stock are to be redeemed, the number of shares to be redeemed
shall be determined by the Board of Directors and the shares to be redeemed
shall be selected pro rata, except that in any redemption of fewer than all the
outstanding shares of Series 1 Preferred Stock, the Corporation may redeem all
shares held by any holders of a number of shares not to exceed 100, including
all shares held by holders who, after giving effect to such redemption, would
hold less than 100 shares, as may be specified by the Corporation.
(iv) In the event the Corporation shall redeem shares of Series
1 Preferred Stock, written notice of such redemption shall be given by first-
class mail, postage
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prepaid mailed not less than 30 days nor more than 60 days prior to the
redemption date (on which date the Corporation shall pay the redemption price
for each share of Series 1 Preferred Stock properly submitted for redemption),
to each holder of record of the shares to be redeemed at such holder's address
as the same appears on the stock register of the Corporation; provided, however,
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that no failure to give such notice nor any defect therein shall affect the
validity of the proceeding for the redemption of any shares of Series 1
Preferred Stock to be redeemed except as to the holder to whom the Corporation
has failed to give said notice or except as to the holder whose notice was
defective. Each such notice shall state: (i) the redemption date; (ii) the
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number of shares of Series 1 Preferred Stock to be redeemed and, if less than
all the shares held by such holder are to be redeemed from such holder, the
number of shares to be redeemed from such holder or the method by which the
number of shares to be redeemed will be determined; (iii) the redemption price;
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(iv) the place or places where certificates for such shares are to be
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surrendered for payment of the redemption price; and (v) that dividends on the
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shares to be redeemed will cease to accrue on such redemption date. The Board of
Directors shall be authorized to establish such other reasonable procedures for
redemption and payment of the redemption price that are not inconsistent with
the foregoing provisions.
(v) Notice having been mailed as aforesaid, from and after the
redemption date (unless default shall be made by the Corporation in providing
money for the payment of the redemption price of the shares called for
redemption) dividends on the shares of Series 1 Preferred Stock so called for
redemption shall cease to accrue and said shares shall no longer be deemed to be
outstanding and all rights of the holders thereof as stockholders of the
Corporation (except the right to receive from the Corporation the redemption
price and any accrued and unpaid dividends) shall cease. Upon surrender in
accordance with said notice of the certificates for any shares to be redeemed
(properly endorsed or assigned for transfer, if the Board of Directors shall so
require and the notice shall so state), such shares shall be redeemed by the
Corporation at the redemption price aforesaid plus any accrued and unpaid
dividends. In case fewer than all the shares represented by any such certificate
are redeemed, a new certificate shall be issued representing the unredeemed
shares without cost to the holder hereof.
(e) Repurchase in Connection with a Change of Control. (i) If a Change
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of Control (as defined below) shall occur, each holder of Series 1 Preferred
Stock (other than an entity affiliated with the Corporation) shall have the
right to require the Corporation to repurchase all or any part (but not any
fractional shares) of that holder's Series 1 Preferred Stock pursuant to the
offer described below (the "Change of Control Offer"). In the Change of Control
Offer, the Corporation shall offer a payment in cash equal to 100% of the
Liquidation Preference Per Share repurchased (the "Change of Control Payment")
plus all accrued but unpaid dividends thereon to the date of repurchase. Within
30 days following any Change of Control, the Corporation shall mail a notice to
each holder of Series 1 Preferred Stock (other than an entity affiliated with
the Corporation) describing the transaction or transactions that constitute the
Change of Control and offering to repurchase Series 1 Preferred Stock on the
date specified in such notice, which date shall be no earlier than 30 days and
no later than 60 days from the date such notice is mailed (the "Change of
Control Payment Date"), pursuant to the procedures required by this Certificate
of Incorporation and described in such notice. The Corporation shall
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comply with the requirements of federal and state securities laws and
regulations thereunder to the extent such laws and regulations are applicable in
connection with the repurchase of the Series 1 Preferred Stock as a result of a
Change of Control. To the extent that the provisions of any securities laws or
regulations conflict with this Section 5(e), the Corporation shall comply with
the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 5(e) by virtue of such conflict. On
the Change of Control Payment Date, the Corporation shall, to the extent lawful:
(x) accept for payment all Series 1 Preferred Stock or portions thereof properly
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tendered pursuant to the Change of Control Offer; (y) deposit with the persons
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appointed by the Corporation to act as the paying agent (the "Paying Agent") an
amount equal to the Change of Control Payment in respect of all Series 1
Preferred Stock or portions thereof so tendered; and (z) deliver or cause to be
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delivered to an agent appointed by the Corporation (the "Transfer Agent") the
Series 1 Preferred Stock so accepted together with an officers' certificate
stating the Liquidation Preference Per Share or portions thereof (plus all
accrued but unpaid dividends thereon to the date of repurchase) being purchased
by the Corporation. The Paying Agent shall promptly mail to each holder of
Series 1 Preferred Stock so tendered the Change of Control Payment for such
Series 1 Preferred Stock, and the Transfer Agent shall promptly authenticate and
mail (or cause to be transferred by book-entry) to each such holder of Series 1
Preferred Stock a new certificate representing the Series 1 Preferred Stock
equal in Liquidation Preference Per Share (which certificate shall include the
right to any accrued but unpaid dividends) to any unpurchased portion of the
Series 1 Preferred Stock surrendered, if any. The Corporation shall publicly
announce the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Payment Date. The Corporation shall not be required
to make a Change of Control Offer upon a Change of Control if a third party
makes the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in this Certificate of Incorporation
applicable to a Change of Control Offer made by the Corporation and purchases
all Series 1 Preferred Stock validly tendered and not withdrawn under such
Change of Control Offer. Notwithstanding the provisions of this Section 5(e),
nothing in this Section 5(e) shall operate (or be deemed to operate) to prevent
the Corporation from redeeming in accordance with the provisions of Section 5(a)
any shares of Series 1 Preferred Stock in advance of any Change of Control, or
following any Change of Control, with respect to any shares not tendered
pursuant to this Section 5(e).
(ii) For purposes of Section 5(e), "Change of Control" means the
occurrence of any of the following: (v) the sale, lease, conveyance or other
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disposition of all or substantially all of the Corporation's assets as an
entirety or substantially as an entirety to any Person or "group" (within the
meaning of section 13(d)(3) of the Exchange Act) in one or a series of
transactions taking place after the issuance of the Series 1 Preferred Stock,
provided that a transaction where the holders of all classes of Common Equity of
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the Corporation immediately prior to such transaction own, directly or
indirectly, more than 50% of the aggregate voting power of all classes of Common
Equity of such Person or group immediately after such transactions shall not be
a Change of Control; (w) the acquisition by the Corporation and any of its
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Subsidiaries of 50% or more of all classes of Common Equity of the Corporation
in one transaction or a series of related transactions; (x) the approval by the
-
Corporation of a Plan of
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Liquidation of the Corporation; or (y) any transaction or series of transactions
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taking place after the Transaction Date (as a result of a tender offer, merger,
consolidation or otherwise) that results in, or that is in connection with, (I)
-
any Person, including a "group" (within the meaning of section 13(d)(3) of the
Exchange Act) that includes such Person, acquiring "beneficial ownership" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or
more of the aggregate voting power of all classes of Common Equity of the
Corporation or any Person that possesses "beneficial ownership" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more of
the aggregate voting power of all classes of Common Equity of the Corporation,
or (II) less than 50% (measured by the aggregate voting power of all classes) of
--
the Corporation's Common Equity being registered under section 12(b) or 12(g) of
the Exchange Act.
(iii) For purposes of Section 5(e), the following terms shall
have the respective meanings as follow:
"Capital Stock" of any Person means any and all shares, rights to
purchase, warrants or options (whether or not currently exercisable),
participations or other equivalents of or interests in (however designated) the
equity (including without limitation common stock, preferred stock and
partnership and joint venture interests) of such Person.
"Common Equity" of any Person means all Capital Stock of such
Person that is generally entitled to (x) vote in the election of directors of
-
such Person or (y) if such Person is not a corporation, vote or otherwise
-
participate in the selection of the governing body, partners, managers or others
that will control the management and policies of such Person.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Person" means any individual, corporation, partnership, joint
venture, incorporated or unincorporated association, joint-stock company, trust,
unincorporated organization or government or other agency or political
subdivision thereof or other entity of any kind.
"Plan of Liquidation," with respect to any Person, means a plan
that provides for, contemplates or the effectuation of which is preceded or
accompanied by (whether or not substantially contemporaneously, in phases or
otherwise): (x) the sale, lease, conveyance or other disposition of all or
-
substantially all of the assets of such Person otherwise than as an entirety or
substantially as an entirety; and (y) the distribution of all or substantially
-
all of the proceeds of such sale, lease, conveyance or other disposition and all
or substantially all of the remaining assets of such Person to holders of
Capital Stock of such Person.
11
<PAGE>
"Subsidiary" of any Person means (x) any corporation of which at
-
least a majority of - the aggregate voting power of all classes of the Common
Equity is owned by such Person directly or through one or more other
Subsidiaries of such Person and (y) any entity other than a corporation in which
-
such Person, directly or indirectly, owns at least a majority of the Common
Equity of such entity.
(f) Maturity Date. The Corporation shall redeem all of the outstanding
-------------
shares of Series 1 Preferred Stock on or before December 31, 2007, in accordance
with the applicable provisions of this Section 5, at a redemption price per
share equal to 100% of the Liquidation Preference Per Share, plus all accrued
but unpaid dividends thereon to the date of redemption, to the extent the
Corporation shall have funds legally available for such payment, except that the
Corporation shall not redeem any shares of Series 1 Preferred Stock that are
held by any entity affiliated with the Corporation. In the event the Corporation
fails to make such redemption, in addition to whatever other remedies the
holders of the Series 1 Preferred Stock may have as a result of the
Corporation's failure to make such redemption, the holders of the Series 1
Preferred Stock shall have the exclusive right, voting separately as a class, to
elect two-thirds of the directors of the Corporation, and a special meeting of
the holders of Series 1 Preferred Stock for the purpose of electing such
directors shall be called promptly in accordance with applicable law and the
Corporation's Certificate of Incorporation and Bylaws.
6. Voting Rights.
-------------
(a) Generally. The holders of record of shares of Series 1 Preferred
---------
Stock shall not be entitled to any voting rights except as hereinafter provided
in this Section 6 or as otherwise provided by law.
(b) Matters Submitted to Vote of Stockholders.
-----------------------------------------
(i) Each holder of Series 1 Preferred Stock shall be entitled to
vote on all matters submitted to a vote of the holders of Common Stock. Each
share of Series 1 Preferred Stock shall entitle the holder thereof to one-tenth
of a vote at any annual or special meeting of the Corporation's stockholders.
(ii) Notwithstanding anything to the contrary contained in this
Section 6, neither the Corporation nor any of its direct or indirect
subsidiaries will be permitted to vote the shares of Series 1 Preferred Stock
that either the Corporation or such subsidiaries may hold from time to time on
any matters submitted to a vote of stockholders of the Corporation or any
matters upon which holders of Series 1 Preferred Stock vote separately as a
class.
(c) Election of Additional Directors. The holders of Series 1
--------------------------------
Preferred Stock shall have the exclusive right, voting separately as a class, to
appoint the number of additional directors set forth below, under the conditions
specified below:
12
<PAGE>
(i) Failure to Pay Dividends. If at any time or times the
------------------------
Corporation shall fail for any reason to pay any quarterly dividend on the
Series 1 Preferred Stock in accordance with the provisions of Section 3, then
the number of directors constituting the Board of Directors, without further
action, shall be increased by one (1), and the holders of Series 1 Preferred
Stock shall have the exclusive right, voting separately as a class, to elect one
additional director of the Corporation to fill such newly created directorship
at a special meeting of the holders of Series 1 Preferred Stock or, if within 90
days thereof, at an annual meeting of the Corporation's stockholders held for
the purpose of electing directors; provided that (X) the holders of Series 1
-------- -
Preferred Stock shall be entitled to elect one (1) additional director (in
addition to the one director referenced above) in accordance with this Section
6(c)(i) if the Corporation shall fail to pay any dividend in any subsequent
quarter when due, and (Y) the holders of Series 1 Preferred Stock shall not have
-
the right to elect more than two (2) directors of the Corporation pursuant to
this Section 6(c)(i).
(ii) General Provisions Concerning Election of Additional
----------------------------------------------------
Directors.
---------
(A) Whenever any voting rights pursuant to Section 6(c)(i)
shall have vested, such rights may be exercised initially either at a
special meeting of the holders of Series 1 Preferred Stock, called as
promptly as possible in compliance with applicable law, rules and
regulations and the Corporation's Certificate of Incorporation and Bylaws,
or at any annual meeting of stockholders held for the purpose of electing
directors, and thereafter at such meetings or by the written consent of the
holders of Series 1 Preferred Stock pursuant to Section 228 of the General
Corporation Law of the State of Delaware. In connection with any special or
annual meeting called for the purpose of electing any such director, the
Board of Directors shall designate as the nominee for election by the
holders of the Series 1 Preferred Stock such person as is recommended by
the holders of a majority of the Series 1 Preferred Stock. Such voting
rights shall continue until such time as all cumulative dividends
accumulated on all outstanding Series 1 Preferred Stock shall have been
paid in full or declared and set aside for payment in full, at which time
such voting rights of the holders of Series 1 Preferred Stock shall
terminate, subject to revesting in the event of each and every subsequent
failure of the Corporation to pay any quarterly dividend as described
above.
(B) At any meeting held for the purpose of electing any
director by the holders of the Series 1 Preferred Stock, a quorum shall be
a majority of the number of shares of Series 1 Preferred Stock outstanding
(other than shares held by any holder that is an entity affiliated with the
Corporation), present in person or represented by proxy, and the
affirmative vote of a majority of the outstanding shares of the Series 1
Preferred Stock (other than shares held by any holder that is an entity
affiliated with the Corporation), present in person or represented by
proxy, shall be required to take action. At any such meeting or adjournment
thereof, (x) the absence of a quorum of the holders of Series 1 Preferred
-
Stock shall not prevent the election
13
<PAGE>
of directors other than those to be elected by the holders of stock of such
class, and the absence of a quorum of the holders of capital stock entitled
to elect such other directors shall not prevent the election of any
director to be elected by the holders of Series 1 Preferred Stock and (y)
in the absence of a quorum of the holders of shares of Series 1 Preferred
Stock, a majority of such holders present in person or represented by proxy
shall have the power to adjourn the meeting for the election of any
director which the holders of shares of Series 1 Preferred Stock may be
entitled to elect, from time to time, without notice (except as required by
law) other than announcement at the meeting, until a quorum shall be
present.
(C) The term of office of any director elected by the
holders of Series 1 Preferred Stock pursuant to Section 6(c)(i) shall
terminate upon the election of his or her successor at any meeting of
stockholders for the purpose of electing directors. Upon any termination of
the aforesaid voting rights in accordance with Section 6(c)(ii), the term
of office of all directors elected by the holders of Series 1 Preferred
Stock pursuant to Section 6(c)(i) and then in office shall thereupon
terminate and upon such termination the number of directors constituting
the Board of Directors shall, without further action, be reduced by one (1)
or two (2), as the case may be, subject always to the increase of the
number of directors pursuant to Section 6(c)(i) in case of the future right
of the holders of Series 1 Preferred Stock to elect directors as provided
herein.
(D) In case of any vacancy occurring among the directors so
elected by the holders of Series 1 Preferred Stock, any remaining director
who shall have been so elected may appoint a successor to hold office for
the unexpired term of the director whose place shall be vacant. If all
directors elected by the holders of Series 1 Preferred Stock shall cease to
serve as directors before their terms shall expire, the holders of Series 1
Preferred Stock then outstanding may, at a special meeting of the holders
called as provided above or by written consent pursuant to Section 228 of
the General Corporation Law of the State of Delaware, elect a successor to
hold office for the unexpired term of any director whose place shall be
vacant.
(d) Quorum; Vote for Action. At any meeting at which shares of the
-----------------------
Series 1 Preferred Stock are entitled to a separate vote on matters other than
election of additional directors as provided in Section 6(c) above, a quorum
shall be a majority of the number of shares of Series 1 Preferred Stock
outstanding (other than shares held by any holder that is an entity affiliated
with the Corporation), present in person or represented by proxy. At any such
meeting at which a quorum of shares of Series 1 Preferred Stock is present, the
affirmative vote of a majority of the then outstanding shares of the Series 1
Preferred Stock (other than shares held by any holder that is an entity
affiliated with the Corporation), present in person or represented by proxy,
shall be required to take action.
(e) Authorization of Other Securities, Changes in Capital, etc. Except
----------------------------------------------------------
as set forth in Section 6(f) below, the creation, authorization or issuance of
any shares of any Junior Securities, Parity Securities or Senior Securities, the
creation of any indebtedness of any kind of the Corporation, or the increase or
decrease in the amount of authorized capital stock of any class, including
Preferred Stock, shall not require the consent of the holders of Series 1
Preferred
14
<PAGE>
Stock and shall not be deemed to affect materially and adversely the rights,
preferences, privileges or voting rights of shares of Series 1 Preferred Stock.
(f) Authorization of Parity and Senior Securities. So long as any
---------------------------------------------
shares of the Series 1 Preferred Stock are outstanding (except when notice of
the redemption of all outstanding shares of Series 1 Preferred Stock has been
given pursuant to Section 5 and funds have been deposited in trust for such
redemption), the Corporation shall not, without the affirmative vote or consent
of the holders of at least 66-2/3% of the shares of Series 1 Preferred Stock at
the time outstanding (other than shares held by an entity affiliated with the
Corporation), given in person or by proxy, either in writing or by resolution
adopted at an annual or special meeting called for the purpose, at which the
holders of Series 1 Preferred Stock shall vote separately as a class, authorize
any new class of Parity Securities or Senior Securities.
(g) Changes in Designations of Series 1 Preferred Stock. So long as
---------------------------------------------------
any shares of the Series 1 Preferred Stock are outstanding (except when notice
of the redemption of all outstanding shares of Series 1 Preferred Stock has been
given pursuant to Section 5 and funds have been deposited in trust for such
redemption), the Corporation shall not, without the affirmative vote or consent
of the holders of at least 66-2/3% of the shares of Series 1 Preferred Stock at
the time outstanding (other than shares held by an entity affiliated with the
Corporation), given in person or by proxy, either in writing or by resolution
adopted at an annual or special meeting called for the purpose, at which the
holders of Series 1 Preferred Stock shall vote separately as a class, amend the
Certificate of Incorporation so as to affect materially and adversely the
specified rights, preferences, privileges or voting rights of shares of Series 1
Preferred Stock.
7. Limitations. Except as may otherwise be required by law, the shares
-----------
of Series 1 Preferred Stock shall not have any powers or designations,
preferences or relative, participating, optional or other special rights or
qualifications, limitations or restrictions other than those specifically set
forth herein (as this Certificate of Incorporation may be amended from time to
time).
FIFTH: Elimination of Certain Liability of Directors. No director of the
---------------------------------------------
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director except (a) for
any breach of the director's duty of loyalty to the Corporation or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under Section 174 of
the DGCL or (d) for any transaction from which the director derived an improper
personal benefit. If the DGCL is hereafter amended to permit a corporation to
further eliminate or limit the liability of a director of a corporation, then
the liability of a director of the Corporation, in addition to the circumstances
in which a director is not personally liable as set forth in the preceding
sentence, shall, without further action of the directors or stockholders, be
further eliminated or limited to the fullest extent permitted by the DGCL as so
amended. Neither any amendment, repeal, or modification of this Article Fifth,
nor the adoption or amendment of any other provision of this Certificate of
Incorporation or the bylaws of the Corporation inconsistent with this Article
Fifth,
15
<PAGE>
shall adversely affect any right or protection provided hereby with respect to
any act or omission occurring prior to the date when such amendment, repeal,
modification, or adoption became effective.
SIXTH: Indemnification.
---------------
Section 6.1. Right to Indemnification. Each person who was or is a party or
------------------------
is threatened to be made a party to or is involved in any threatened, pending or
completed action, suit, proceeding or alternative dispute resolution procedure,
whether (a) civil, criminal, administrative, investigative or otherwise, (b)
formal or informal or (c) by or in the right of the Corporation (collectively, 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, employee or
agent of the Corporation or is or was serving at the request of the Corporation
as a director, manager, officer, partner, trustee, employee or agent of another
foreign or domestic corporation or of a foreign or domestic limited liability
company, partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as such a director,
officer, employee or agent of the Corporation or in any other capacity while
serving as such other director, manager, officer, partner, trustee, employee or
agent, shall be indemnified and held harmless by the Corporation against all
judgments, penalties and fines incurred or paid, and against all expenses
(including attorneys' fees) and settlement amounts incurred or paid, in
connection with any such proceeding, except in relation to matters as to which
the person did not act in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe the person's conduct was unlawful. Until such time as there has been a
final judgment to the contrary, a person shall be presumed to be entitled to be
indemnified under this Section 6.1. The termination of any proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, either rebut such presumption or create a
presumption that (a) the person did not act in good faith and in a manner which
the person reasonably believed to be in or not opposed to the best interests of
the Corporation, (b) with respect to any criminal action or proceeding, the
person had reasonable cause to believe that the person's conduct was unlawful or
(c) the person was not successful on the merits or otherwise in defense of the
proceeding or of any claim, issue or matter therein. If the DGCL is hereafter
amended to provide for indemnification rights broader than those provided by
this Section 6.1, then the persons referred to in this Section 6.1 shall be
indemnified and held harmless by the Corporation to the fullest extent permitted
by the DGCL as so amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than permitted prior to such amendment).
Section 6.2. Determination of Entitlement to Indemnification. A
-----------------------------------------------
determination as to whether a person who is a director or officer of the
Corporation at the time of the determination is entitled to be indemnified and
held harmless under Section 6.1 shall be made (a) a majority vote of the
directors who are not parties to such proceeding, even though less than a
quorum, (b) by a committee of such directors designated by majority vote of such
directors, even though
16
<PAGE>
less than a quorum, (c) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (d) by the
stockholders. A determination as to whether a person who is not a director or
officer of the Corporation at the time of the determination is entitled to be
indemnified and held harmless under Section 6.1 shall be made by or as directed
by the Board of Directors of the Corporation.
Section 6.3. Mandatory Advancement of Expenses. The right to
---------------------------------
indemnification conferred in this Article Sixth shall include the right to
require the Corporation to pay the expenses (including attorneys' fees) incurred
in defending any such proceeding in advance of its final disposition; provided,
--------
however, that, if the Board of Directors so determines, an advancement of
-------
expenses incurred by an indemnitee in his or her capacity as a director or
officer of the Corporation (but 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 be finally determined that such indemnitee is not entitled
to be indemnified for such expenses under Section 6.1 or otherwise.
Section 6.4. Non-Exclusivity of Rights. The right to indemnification and
-------------------------
the advancement of expenses conferred in this Article Sixth shall not be
exclusive of any other right which any person may have or hereafter acquire
under any statute, any provision of this Certificate of Incorporation or of any
bylaw, agreement, or insurance policy or arrangement, or any vote of
stockholders or disinterested directors, or otherwise. The Board of Directors is
expressly authorized to adopt and enter into indemnification agreements with,
and obtain insurance for, directors and officers.
Section 6.5. Effect of Amendment. Neither any amendment, repeal, or
-------------------
modification of this Article Sixth, nor the adoption or amendment of any other
provision of this Certificate of Incorporation or the bylaws of the Corporation
inconsistent with this Article Sixth, shall adversely affect any right or
protection provided hereby with respect to any act or omission occurring prior
to the date when such amendment, repeal, modification, or adoption became
effective.
SEVENTH: Miscellaneous. The following provisions are inserted for the
-------------
management of the business and for the conduct of the affairs of the Corporation
and for the purpose of creating, defining, limiting and regulating powers of the
Corporation and its directors and stockholders:
Section 7.1 No Preemptive Rights. The holders of the Corporation's capital
--------------------
stock shall have no preemptive rights to subscribe for any shares of any class
of stock of the Corporation whether now or hereafter authorized.
Section 7.2 Manner of Election of Directors. Elections of directors need
-------------------------------
not be by written ballot unless the bylaws of the Corporation shall so provide.
17
<PAGE>
Section 7.3 Election Not To Be Governed by Section 203. The Corporation
------------------------------------------
expressly elects not to be governed by Section 203 of the DGCL.
Section 7.4 Adoption and Amendment of Bylaws. The Board of Directors shall
--------------------------------
have power to make and adopt bylaws with respect to the organization, operation
and government of the Corporation and, subject to such restrictions as may be
set forth in the bylaws, from time to time to change, alter, amend or repeal the
same, but the stockholders of the Corporation may make and adopt additional
bylaws and, subject to such restrictions as may be set forth in the bylaws, may
change, alter, amend or repeal any bylaw whether adopted by them or otherwise.
Section 7.5 Vote Required to Amend Certificate of Incorporation.
---------------------------------------------------
Notwithstanding any other provision of this Certificate of Incorporation or the
bylaws of the Corporation or any provision of law which might otherwise permit a
lesser vote, but in addition to any affirmative vote of the holders of any
particular class or series of stock required by law, this Certificate of
Incorporation, the terms of any class or series of stock having preference over
the Common Stock as to dividends or upon liquidation, or the bylaws, the
affirmative vote of the holders of at least 66 2/3 % of the Corporation's
capital stock, voting as a single class, shall be required to alter, amend, or
adopt any provision inconsistent with or repeal Articles Fifth and Sixth of this
Certificate of Incorporation.
Section 7.6 Severability. In the event any provision (or portion thereof)
------------
of this Certificate of Incorporation shall be found to be invalid, prohibited,
or unenforceable for any reason, the remaining provisions (or portions thereof)
of this Certificate of Incorporation shall be deemed to remain in full force and
effect, and shall be construed as if such invalid, prohibited, or unenforceable
provision had been stricken herefrom or otherwise rendered inapplicable, it
being the intent of the Corporation and its stockholders that each such
remaining provision (or portion thereof) of this Certificate of Incorporation
remain, to the fullest extent permitted by law, applicable and enforceable as to
all stockholders, notwithstanding any such finding.
Section 7.7 Reservation of Right to Amend Certificate of Incorporation. The
----------------------------------------------------------
Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute or herein, and all rights conferred upon stockholders
herein are granted subject to this reservation.
EIGHTH: Incorporator. The name and mailing address of the incorporator are
------------
as follows:
Name Mailing Address
---- ---------------
James J. Maiwurm 9300 Lee Highway
Fairfax, VA 22031
18
<PAGE>
NINTH: Initial Directors. The name and mailing address of each person who
-----------------
is to serve as a director until the first annual meeting of the stockholders or
until a successor is elected and qualified are as follows:
Name Mailing Address
---- ---------------
Jon Bennett Information Management Office
37 Quebec Street
Devens, MA 01432-4424
John Koerber 200 Park Avenue, 55th Floor
New York, NY 10166
James J. Maiwurm 9300 Lee Highway
Fairfax, VA 22031
I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws
of the State of Delaware, do make, file and record this Certificate, and do
certify that the facts herein stated are true, and I have accordingly hereunto
set my hand this 6th day of December, 2000.
/s/ James J. Maiwurm
-----------------------------------
Sole Incorporator
19
