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Exhibit (3)(i)
ARTICLES OF AMENDMENT
OF
TEKTRONIX, INC.
ESTABLISHING
SERIES B NO PAR PREFERRED SHARES
Pursuant to the Oregon Business Corporation Act, these
Articles of Amendment were adopted by the undersigned corporation:
1. The name of the corporation is Tektronix, Inc.
2. On June 21, 2000, the following amendment to the
Restated Articles of Incorporation, as amended, of the corporation was duly
adopted by the Board of Directors pursuant to ORS 60.134:
Article XIV is added to read as follows:
ARTICLE XIV
This Article XIV sets forth, the designation, preferences,
limitations and relative rights of a series of No Par Preferred Shares of the
corporation as determined by the board of directors of the corporation pursuant
to its authority under Oregon Revised Statutes 60.134 and Section 3 of Article
III of these Restated Articles of Incorporation.
1. DESIGNATION AND AMOUNT. The shares of such series
shall be designated as "Series B No Par Preferred Shares" and the number of
shares constituting such series shall be 125,000.
2. DIVIDENDS AND DISTRIBUTIONS.
(i) The holders of shares of Series B No Par
Preferred Shares shall be entitled to receive, when and as declared by the board
of directors, out of funds legally available for the purpose, dividends in an
amount per share equal to 1,000 (the "Adjustment Number") multiplied by the
aggregate per share amount of all cash dividends, and the Adjustment Number
multiplied by the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions other than a dividend payable in Common Shares
or a subdivision of the outstanding Common Shares (by reclassification or
otherwise), declared on the Common Shares, without par value, of the corporation
(the "Common Shares") after the first issuance of any share or fraction of a
share of Series B No Par Preferred Shares.
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(ii) The corporation shall declare a dividend or
distribution on the Series B No Par Preferred Shares as provided in subparagraph
2 (i) at the same time that it declares a dividend or distribution on the Common
Shares (other than a dividend payable in Common Shares).
(iii) Dividends shall not be cumulative. Unpaid
dividends shall not bear interest. Dividends paid on the Series B No Par
Preferred Shares in an amount less than the total amount of such dividends at
the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.
3. VOTING RIGHTS. The holders of Series B No Par
Preferred Shares shall have the following voting rights:
(i) Each Series B No Par Preferred Share shall
entitle the holder thereof to the number of votes equal to the Adjustment Number
then in effect on all matters submitted to a vote of the shareholders of the
corporation.
(ii) Except as otherwise provided herein or by
law, the holders of Series B No Par Preferred Shares and the holders of common
shares shall vote together as one class on all matters submitted to a vote of
shareholders of the corporation.
4. CERTAIN RESTRICTIONS.
(i) Whenever dividends or distributions payable
on the Series B No Par Preferred Shares as provided in Section 2 have not been
declared or paid for any fiscal year, until all such dividends and distributions
for such fiscal year on Series B No Par Preferred Shares outstanding shall have
been declared and paid in full, the corporation shall not in such fiscal year
(a) declare or pay dividends on or make
any other distributions on any shares of stock ranking junior or on a
parity (either as to dividends or upon liquidation, dissolution or
winding up) to the Series B No Par Preferred shares except dividends
paid ratably on the Series B No Par Preferred Shares and all such
parity stock on which dividends are payable in proportion to the total
amounts to which the holders of all such shares are then entitled and
dividends or distributions payable in Common Shares;
(b) purchase or otherwise acquire for
consideration any Series B No Par Preferred Shares or any shares of
stock ranking on a parity with the Series B No Par Preferred Shares,
except in accordance with a purchase offer made in writing or by
publication (as determined by the board of directors) to all holders of
such shares upon such terms as the board of directors, after
consideration of the respective dividend rates and other relative
rights and preferences of the respective series and classes, shall
determine in
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good faith will result in fair and equitable treatment among the respective
series or classes.
(ii) The corporation shall not permit any
subsidiary of the corporation to purchase or otherwise acquire for consideration
any shares of stock of the corporation unless the corporation could, under
subparagraph 4(i), purchase or otherwise acquire such shares at such time and in
such manner.
5. RESTRICTION ON ISSUANCE OF SHARES; REACQUIRED SHARES.
The corporation shall not issue any Series B No Par Preferred Shares except upon
exercise of rights (the "Rights") issued pursuant to the Rights Agreement dated
as of June 21, 2000, between the corporation and ChaseMellon Shareholder
Services, L.L.C., (the "Rights Agreement"), a copy of which is on file with the
secretary of the corporation at its principal executive office and shall be made
available to shareholders of record without charge upon written request. Any
Series B No Par Preferred Shares purchased or otherwise acquired by the
corporation in any manner whatsoever may be restored to the status of authorized
but unissued shares after, the acquisition thereof. All such shares shall upon
any such restoration become authorized but unissued shares of Preferred Shares
and may be reissued as part of a new series of Preferred Shares to be created by
the board of directors, subject to the conditions and restrictions on issuance
set forth herein.
6. LIQUIDATION, DISSOLUTION OR WINDING UP.
(i) Upon any liquidation (voluntary or
otherwise), dissolution or winding up of the corporation, no distribution shall
be made to the holders of shares of stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding up) to the Series B No Par Preferred
Shares unless, prior thereto, the holders of shares of Series B No Par Preferred
Shares shall have received the Adjustment Number multiplied by the per share
amount to be distributed to holders of Common Shares, plus an amount equal to
declared and unpaid dividends and distributions thereon to the date of such
payment (the "Series B Liquidation Preference"). Following the payment of the
full amount of the Series B Liquidation Preference, no additional distributions
shall be made to the holders of shares of Series B No Par Preferred Shares.
(ii) In the event that there are not sufficient
assets available to permit payment in full of the Series B Liquidation
Preference and the liquidation preferences of all other series of Preferred
Shares, if any, which rank senior to or on a parity with the Series B No Par
Preferred shares, then assets shall be distributed first to holders of any
series of Preferred Shares ranking senior to the Series B No Par Preferred
Shares to the extent of their liquidation preferences and such remaining assets
shall be distributed ratably to the holders of Series B No Par Preferred Shares
and such parity shares in proportion to their respective liquidation
preferences.
7. CONSOLIDATION, MERGER, ETC. In case the corporation
shall enter into any consolidation, merger, combination or other transaction in
which the Common
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Shares are exchanged for or changed into other stock or securities, cash and/or
any other property, then in any such case the Series B No Par Preferred Shares
shall at the same time be similarly exchanged or changed in an amount per share
equal to the Adjustment Number multiplied by the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each Common Share is changed or exchanged.
8. ANTI-DILUTION, ADJUSTMENTS TO ADJUSTMENT NUMBER. In the
event the corporation shall at any time after September 7, 2000 (the "Rights
Declaration Date") (i) declare any dividend on Common Shares payable in shares
of Common Shares, (ii) subdivide the outstanding Common Shares, or (iii) combine
the outstanding Common Shares into a smaller number of shares, then in each such
case the Adjustment Number for all purpose of this Article XIV shall be adjusted
by multiplying the Adjustment Number then in effect by a fraction, the numerator
of which is the number of Common Shares outstanding immediately after such event
and the denominator of which is the number of Common Shares that were
outstanding immediately prior to such event. In the event the corporation shall
at any time after the Rights Declaration Date, fix a record date for the
issuance of rights, options or warrants to all holders of Common Shares
entitling them (for a period expiring within 45 calendar days after such record
date) to subscribe for or purchase Common Shares or securities convertible into
Common Shares at a price per Common Shares (or having a conversion price per
share, if a security convertible into Common Shares) less than the then Current
Per Share Market Price (as defined in Section 11(d) of the Rights Agreement) of
the Common Shares on such record date, then in each such case the Adjustment
Number for all purposes of this Article XIV shall be adjusted by multiplying the
Adjustment Number then in effect by a fraction, the numerator of which shall be
the number of Common Shares outstanding on such record date plus the, number of
additional Common Shares to be offered for subscription or purchase (or into
which the convertible securities so to be offered are initially convertible) and
the denominator of which shall be the number of common Shares outstanding on
such record date plus the number of shares of Common Stock which the aggregate
offering price of the total number of common Shares so to be offered (and/or the
aggregate initial conversion price of the convertible securities so to be
offered) would purchase at such Current Per Share Market Price (as defined in
Section 11(d) of the Rights Agreement). In case such subscription price may be
paid in a consideration part or all of which shall be in a form other than cash,
the value of such consideration shall be as determined in good faith by the
board of directors. Common Shares owned by or held for the account of the
corporation shall, not be deemed outstanding for the purpose of any such
computation. Such adjustment shall be made successively whenever such a record
date is fixed. In the event that such rights, options or warrants are not so
issued, the Adjustment Number shall be readjusted as if such record date had not
been fixed; and to the extent such rights, options or warrants are issued but
not exercised prior to their expiration, the Adjustment Number shall be
readjusted to be the number which would have resulted from the adjustment
provided for in this paragraph 8 if only the rights, options or warrants that
were exercised had been issued.
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9. NO REDEMPTION. The Series B No Par Preferred Shares
shall not be redeemable at the option of the corporation or any holder thereof.
Notwithstanding the foregoing sentence, the corporation may acquire Series B No
Par Preferred Shares in any other manner permitted by law.
10. AMENDMENT. Subsequent to the Distribution Date (as
defined in the Rights Agreement) these articles of incorporation shall not be
further amended in any manner which, would materially alter or change the
preferences, limitations and relative rights of the Series B No Par Preferred
Shares so as to affect them adversely without the affirmative vote of the
holders of a majority of the outstanding Series B No Par Preferred Shares,
voting separately as a class.
11. FRACTIONAL SHARES. Series B No Par Preferred Shares
may be issued in fractions of a share in integral multiples of one
one-thousandth of a share, which shall entitle the holder, in proportion to such
holders' fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series B No Par Preferred Shares.
Dated: July 31, 2000
TEKTRONIX, INC.
By: JAMES F. DALTON
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James F. Dalton, Secretary
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