-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UGRgGQJod90eiSX7dmeuylnLVBRrasHpTjga9XRQtyHErvjtd1OnvPWZ7FOqIyvy TOHKhF7H7oOYWMq+FYaHBg== /in/edgar/work/0000950129-00-004802/0000950129-00-004802.txt : 20001003 0000950129-00-004802.hdr.sgml : 20001003 ACCESSION NUMBER: 0000950129-00-004802 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000929 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EGL INC CENTRAL INDEX KEY: 0001001718 STANDARD INDUSTRIAL CLASSIFICATION: [4731 ] IRS NUMBER: 760094895 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-27288 FILM NUMBER: 732246 BUSINESS ADDRESS: STREET 1: 15340 VICKERY DR CITY: HOUSTON STATE: TX ZIP: 77032 BUSINESS PHONE: 2816183100 MAIL ADDRESS: STREET 1: 15350 VICKERY DR STREET 2: SUITE 510 CITY: HOUSTON STATE: TX ZIP: 77032 FORMER COMPANY: FORMER CONFORMED NAME: EAGLE USA AIRFREIGHT INC DATE OF NAME CHANGE: 19951002 8-A12G/A 1 h80534ae8-a12ga.txt EGL, INC. - AMENDMENT NO. 2 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 8-A/A (AMENDMENT NO. 2) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------------- EGL, Inc. (Exact name of registrant as specified in its charter)
TEXAS 76-0094895 (State of incorporation or organization) (I.R.S. Employer Identification No.) 15350 VICKERY DRIVE, HOUSTON, TEXAS 77032 (Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which Title of each class to be so registered each class is to be registered --------------------------------------- ------------------------------ NONE NOT APPLICABLE
If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ] If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [X] Securities Act registration statement file number to which this form relates: __________ (if applicable). Securities to be registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR VALUE $.001 PER SHARE (title of class) ================================================================================ 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The authorized capital stock of EGL, Inc., a Texas corporation (the "Company"), currently consists of 200 million shares of Common Stock, par value $.001 per share ("Common Stock"), and 10 million shares of Preferred Stock, par value $.001 per share ("Preferred Stock"), issuable in series. The following description of certain provisions of the Company's Second Amended and Restated Articles of Incorporation, as amended (the "Articles of Incorporation"), and the Company's Amended and Restated Bylaws, as amended (the "Bylaws"), are necessarily general and do not purport to be complete and are qualified in their entirety by reference to the Articles of Incorporation and Bylaws, which are included as exhibits to this Registration Statement on Form 8-A. The Company was organized in March 1984 and is a Texas corporation. COMMON STOCK Holders of Common Stock are entitled to one vote per share with respect to all matters required by law to be submitted to shareholders of the Company. Holders of Common Stock have no preemptive rights to purchase or subscribe for securities of the Company, and the Common Stock is not convertible or subject to redemption by the Company. The holders of Common Stock are entitled to dividends that may be declared by the Board of Directors of the Company from time to time out of funds legally available for dividends. Shareholders' rights to dividends are subject to the dividend and liquidation rights of any shares of Preferred Stock that may be issued and to any dividend restrictions that may be contained in debt agreements. In the event of liquidation, holders of Common Stock will share pro rata in any assets that remain after payment of debts and satisfaction of any liquidation preference on any outstanding shares of Preferred Stock. Computershare Trust Company, Inc. (formerly American Securities Transfer & Trust, Inc.) is the registrar and transfer agent for the Common Stock. PREFERRED STOCK The Board of Directors, without further action by the shareholders, is authorized to issue up to 10,000,000 shares of Preferred Stock in one or more series and to fix and determine as to any series all the relative rights and preferences of shares in that series, including, without limitation: o preferences, limitations or relative rights with respect to redemption rights, o conversion rights, if any, o voting rights, if any, o dividend rights, and o preferences on liquidation. The Company has no present intention to issue any Preferred Stock, but may determine to do so in the future. The issuance of Preferred Stock, or the issuance of rights to purchase Preferred Stock, could adversely affect the voting power of the holders of Common Stock, discourage an unsolicited acquisition proposal or make it more difficult for a third party to gain control of the Company. 2 3 For instance, the issuance of a series of Preferred Stock might impede a business combination by including class voting rights that would enable the holder to block the transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the shareholders. In addition, under particular circumstances, the issuance of Preferred Stock could adversely affect the voting power of the holders of the Common Stock. Although the Board of Directors is required to make any determination to issue shares based on its judgment as to the best interests of the shareholders of the Company, the Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of the shareholders might believe to be in their best interests or in which shareholders might receive a premium for their stock over the then market price of such stock. The Board of Directors does not at present intend to seek shareholder approval before any issuance of currently authorized stock, unless otherwise required by law. SPECIAL MEETINGS Special meetings of the shareholders of the Company may be called by the chairman of the board, the president, the Board of Directors or by shareholders holding not less than 50% of the outstanding voting stock of the Company. VOTING Holders of Common Stock are entitled to cast one vote per share on matters submitted to a vote of shareholders and do not have cumulative voting rights. Each director will be elected annually. Any director may be removed, with or without cause, at any meeting of shareholders called expressly for that purpose, by a vote of the holders of a majority of the outstanding shares. Because the Common Stock does not have cumulative voting rights, the holders of more than 50% of the shares may, if they choose to do so, elect all of the directors, and the holders of the remaining shares will not be able to elect any directors. Subject to any additional voting rights that may be granted to holders of future classes or series of stock, the Articles of Incorporation require the affirmative vote of holders of a majority of the outstanding shares entitled to vote to approve any of the following for which a vote is required by the Texas Business Corporation Act: o merger, consolidation or share exchange, o sale of all or substantially all of the Company's assets, o dissolution, or o amendment to the Articles of Incorporation. Approval of other matters not described above that are submitted to the shareholders generally requires the affirmative vote of the holders of a majority of the shares of Common Stock voted for or against the matter. The holders of a majority of the shares entitled to vote will constitute a quorum at meetings of shareholders. The Bylaws provide that shareholders who wish to nominate directors or to bring business before a shareholders' meeting must notify the Company and provide specified pertinent information at least 80 days before the meeting date or within ten days after public announcement under the Bylaws of the meeting date, if the meeting date has not been publicly announced at least 90 days in advance. 3 4 BUSINESS COMBINATION LAW Part Thirteen of the Texas Business Corporation Act applies to the Company and is commonly known as the Business Combination Law. The Business Combination Law generally prevents an "affiliated shareholder" or its affiliates or associates from entering into or engaging in a "business combination" with an "issuing public corporation" during the three-year period immediately following the affiliated shareholder's acquisition of shares unless specific conditions are satisfied. The three-year restriction does not apply if either: o before the date a person became an affiliated shareholder, the board of directors of the issuing public corporation approves the business combination or the acquisition of shares made by the affiliated stockholder on that date, or o not less than six months after the date a person became an affiliated shareholder, the business combination is approved by the affirmative vote of holders of at least two-thirds of the issuing public corporation's outstanding voting shares not beneficially owned by the affiliated shareholder or its affiliates or associates. An affiliated shareholder is defined generally as a person that is or was within the preceding three-year period the beneficial owner of 20% or more of a corporation's outstanding voting shares. The business combinations subject to the restriction generally include: o mergers or share exchanges, o dispositions of assets having an aggregate value equal to 10% or more of the market value of the assets or of the Company's outstanding Common Stock or representing 10% or more of the earning power or net income of the corporation, o specified stock issuances or transactions by the corporation that would increase the affiliated shareholder's proportionate interest in the corporation, o specified liquidations or dissolutions, and o the receipt of tax, guarantee, loan or other financial benefits by an affiliated shareholder other than proportionately as a stockholder of the corporation. The Business Combination Law does not apply to a business combination with an affiliated shareholder that was the beneficial owner of 20% or more of the outstanding voting shares of the issuing public corporation on December 31, 1996, and has continued to own those voting shares until the announcement date of the business combination. As a result, the restrictions of the Business Combination Law would not apply to Mr. James R. Crane, the Company's President, Chief Executive Officer and Chairman of the Board, who has been the beneficial owner of more than 20% of the Company's outstanding Common Stock continuously since before December 31, 1996. In discharging the duties of a director under the Business Combination Law or otherwise, a director, in considering the best interests of the Company, may consider the long-term as well as the short-term interests of the Company and the Company's shareholders, including the possibility that those interests may be best served by the Company's continued independence. 4 5 LIMITATION OF DIRECTOR LIABILITY AND INDEMNIFICATION ARRANGEMENTS The Articles of Incorporation contain a provision that limits the liability of the Company's directors as permitted by the Texas Miscellaneous Corporation Laws Act. The provision eliminates the personal liability of directors to the Company and its shareholders for monetary damages for breach of directors' fiduciary duty of care. The provision does not change the liability of a director for: o breach of the duty of loyalty to the Company or to shareholders, o acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, o an act or omission for which the liability of a director is expressly provided for by an applicable statute, or o any transaction from which a director received an improper personal benefit. Under the Articles of Incorporation, the liability of directors will be further limited or eliminated without action by shareholders if Texas law is amended to further limit or eliminate the personal liability of directors. The Bylaws provide for the indemnification of its officers and directors, and the advancement to them of expenses in connection with proceedings and claims, to the fullest extent permitted by the Texas Business Corporation Act. The Company has also entered into indemnification agreements with each of its directors and some of its officers. These agreements contractually provide for indemnification and expense advancement and include related provisions meant to facilitate the indemnitees' receipt of such benefits. The Company has purchased directors' and officers' liability insurance policies for its directors and officers. In addition, the Bylaws and these agreements with directors and officers provide for indemnification for amounts: o in respect of the deductibles for any insurance policies, o that exceed the liability limits of such insurance policies, and o in respect of these types of insurance policies that are available, were available or that become available to the Company or which are generally available to comparable companies but that the Company's officers or directors determine are inadvisable for the Company to purchase, given the cost involved. This type of indemnification relating to director and officer insurance may be made even though directors and officers would not otherwise be entitled to indemnification under other provisions of the Bylaws or individual agreements. REGISTRATION RIGHTS AGREEMENT The Company and Mr. Crane are parties to a shareholders' agreement dated as of October 1, 1994 that provides Mr. Crane with registration rights with respect to Common Stock held by him on the date of the agreement or purchased by him from the Company after that date. Mr. Crane may require the Company to effect six registrations of his securities and may require the Company to include his shares in other registrations the Company makes. To date, Mr. Crane has effected one registration of his securities. Registration of Mr. Crane's shares under the Securities Act of 1933, as amended, results in those shares becoming freely tradable without 5 6 restriction under the Securities Act in the hands of purchasers, except for shares purchased by the Company's affiliates. ITEM 2. EXHIBITS The following exhibits are filed as part of this Registration Statement on Form 8-A: 3(i) Second Amended and Restated Articles of Incorporation of the Company, as amended. 3(ii)* Amended and Restated Bylaws of the Company, as amended (Filed as Exhibit 3(ii) to the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended June 30, 2000. - ---------------- * Incorporated by reference as indicated pursuant to Rule 12b-32. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. EGL, INC. Date: September 28, 2000 By: /s/ Elijio V. Serrano ----------------------------------------- Elijio V. Serrano Chief Financial Officer 6 7 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ----------- 3(i) Second Amended and Restated Articles of Incorporation of the Company, as amended. 3(ii)* Amended and Restated Bylaws of the Company, as amended (Filed as Exhibit 3(ii) to the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended June 30, 2000. - ------------------ * Incorporated by reference as indicated pursuant to Rule 12b-32. EX-3.I 2 h80534aex3-i.txt SECOND AMENDED ARTICLES OF INCORPORATION 1 EXHIBIT 3(i) SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EAGLE USA AIR FREIGHT, INC. ARTICLE ONE Eagle USA Air Freight, Inc., a Texas corporation (the "Company"), pursuant to the provisions of Article 4.07 of the Texas Business Corporation Act, hereby adopts these Second Amended and Restated Articles of Incorporation, which accurately copy the Amended and Restated Articles of Incorporation of the Company in effect on the date hereof, as further amended by these Second Amended and Restated Articles of Incorporation as hereinafter set forth, and contain no other change in any provisions thereof. ARTICLE TWO The Amended and Restated Articles of Incorporation of the Company are amended by these Second Amended and Restated Articles of Incorporation as follows: The amendments made by these Second Amended and Restated Articles of Incorporation (the "Amendments") alter or change Articles One through Ten of the Amended and Restated Articles of Incorporation. The full text of each provision altered or added is as set forth in Article Five hereof. ARTICLE THREE The Amendments have been effected in conformity with the provisions of the Texas Business Corporation Act and the Second Amended and Restated Articles of Incorporation were duly adopted by all of the shareholders of the Company on September 29, 1995. ARTICLE FOUR On that date there were 6,000,000 shares of Common Stock, par value $0.001 per share (the "Common Stock"), of the Company outstanding, all of which were entitled to vote on the Amendments. All 6,000,000 shares of Common Stock were voted in favor of the Amendments. 1 2 ARTICLE FIVE The Amended and Restated Articles of Incorporation of the Company filed with the Secretary of State of the State of Texas on September 30, 1994 are hereby superseded by the following Second Amended and Restated Articles of Incorporation, which accurately copy the entire text thereof as amended hereby: SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EAGLE USA AIRFREIGHT, INC. ARTICLE ONE The name of the corporation is Eagle USA Airfreight, Inc. ARTICLE TWO The period of its duration is perpetual. ARTICLE THREE The purpose or purposes for which the corporation is organized is the transaction of all lawful business for which a corporation may be incorporated under the corporation laws of the State of Texas. ARTICLE FOUR The aggregate number of shares that the corporation shall have the authority to issue is 40,000,000 shares, consisting of 30,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of Preferred Stock, par value $0.001 per share. The descriptions of the different classes of capital stock of the corporation and the preferences, designations, relative rights, privileges and powers, and the restrictions, limitations and qualifications thereof, of said classes of stock are as follows: 2 3 Division A The shares of Preferred Stock may be divided into and issued in one or more series, the relative rights and preferences of which series may vary in any and all respects. The board of directors of the corporation is hereby vested with the authority to establish series of Preferred Stock by fixing and determining all the preferences, limitations and relative rights of the shares of any series so established, to the extent not provided for in these articles of incorporation or any amendment hereto, and with the authority to increase or decrease the number of shares within each such series; provided, however, that the board of directors may not decrease the number of shares within a series below the number of shares within such series that is then issued. The authority of the board of directors with respect to each such series shall include, but not be limited to, determination of the following: (1) the distinctive designation and number of shares of that series; (2) the rate of dividend (or the method of calculation thereof) payable with respect to shares of that series, the dates, terms and other conditions upon which such dividends shall be payable, and the relative rights of priority of such dividends to dividends payable on any other class or series of capital stock of the corporation; (3) the nature of the dividend payable with respect to shares of that series as cumulative, noncumulative or partially cumulative, and if cumulative or partially cumulative, from which date or dates and under what circumstances. (4) whether shares of that series shall be subject to redemption, and, if made subject to redemption, the times, prices, rates, adjustments and other terms and conditions of such redemption (including the manner of selecting shares of that series for redemption if fewer than all shares of such series are to be redeemed); (5) the rights of the holders of shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation (which rights may be different if such action is voluntary than if it is involuntary), including the relative rights of priority in such event as to the rights of the holders of any other class or series of capital stock of the corporation; (6) the terms, amounts and other conditions of any sinking or similar purchase or other fund provided for the purchase or redemption of shares of that series; (7) whether shares of that series shall be convertible into or exchangeable for shares of capital stock or other securities of the corporation or of any other corporation or entity, and, if provision be made for conversion or exchange, the times, prices, rates, adjustments and other terms and conditions of such conversion or exchange; 3 4 (8) the extent, if any, to which the holders of shares of that series shall be entitled (in addition to any voting rights provided by law) to vote as a class or otherwise with respect to the election of directors or otherwise; (9) the restrictions and conditions, if any, upon the issue or reissue of any additional Preferred Stock ranking on a parity with or prior to shares of that series as to dividends or upon liquidation, dissolution or winding up; (10) any other repurchase obligations of the corporation, subject to any limitations of applicable law; and (11) notwithstanding their failure to be included in (1) through (10) above, any other designations, preferences, limitations or relative rights of shares of that series. Any of the designations, preferences, limitations or relative rights (including the voting rights) of any series of Preferred Stock may be dependent on facts ascertainable outside these articles of incorporation. Shares of any series of Preferred Stock shall have no voting rights except as required by law or as provided in the preferences, limitations and relative rights of such series. Division B 1. Dividends. Dividends may be paid on the Common Stock out of any assets of the corporation available for such dividends subject to the rights of all outstanding shares of capital stock ranking senior to the Common Stock in respect of dividends. 2. Distribution of Assets. In the event of any liquidation, dissolution or winding up of the corporation, after there shall have been paid to or set aside for the holders of capital stock ranking senior to the Common Stock in respect of rights upon liquidation, dissolution or winding up the full preferential amounts to which they are respectively entitled, the holders of the Common Stock shall be entitled to receive, pro rata, all of the remaining assets of the corporation available for distribution to its shareholders. 3. Voting Rights. The holders of the Common Stock shall be entitled to one vote per share for all purposes upon which such holders are entitled to vote. Division C 1. No Preemptive Rights. No shareholder of the corporation shall by reason of his holding shares of any class have any preemptive or preferential right to acquire or subscribe for any additional, unissued or treasury shares of any class of the corporation now or hereafter to be 4 5 authorized, or any notes, debentures, bonds or other securities convertible into or carrying any right, option or warrant to subscribe to or acquire shares of any class now or hereafter to be authorized, whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities, would adversely affect the dividends or voting or other rights of such shareholder, and the board of directors may issue or authorize the issuance of shares of any class, or any notes, debentures, bonds or other securities convertible into or carrying rights, options or warrants to subscribe to or acquire shares of any class, without offering any such shares of any class, either in whole or in part, to the existing shareholders of any class. 2. Share Dividends. Subject to any restrictions in favor of any series of Preferred Stock provided in the relative rights and preferences of such series, the corporation may pay a share dividend in shares of any class or series of capital stock of the corporation to the holders of shares of any class or series of capital stock of the corporation. 3. No Cumulative Voting. Cumulative voting for the election of directors is expressly prohibited as to all shares of any class or series. ARTICLE FIVE The corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000.00). ARTICLE SIX The address of the corporation's registered office is 811 Dallas Avenue, Houston, Texas 77002 and the name of its registered agent at such address is CT Corporation System. ARTICLE SEVEN The number of directors of the corporation shall be fixed by, or in the manner provided in, the bylaws. The number of directors constituting the current board of directors is five, and the name and address of the person who is to serve as director until such director's successor is elected and qualified is: 5 6 Name Address James R. Crane 3214 Lodestar Road Houston, Texas 77032 Daniel S. Swannie 3214 Lodestar Road Houston, Texas 77032 Donald P. Roberts 3214 Lodestar Road Houston, Texas 77032 Douglas A. Seckel 3214 Lodestar Road Houston, Texas 77032 William P. O'Connell 3214 Lodestar Road Houston, Texas 77032 ARTICLE EIGHT A director of the corporation shall not be liable to the corporation or its shareholders for monetary damages for an act or omission in the director's capacity as a director, except that this article does not eliminate or limit the liability of a director for: (1) a breach of a director's duty of loyalty to the corporation or its shareholders; (2) an act or omission not in good faith that constitutes a breach of duty of that director to the corporation or an act or omission that involves intentional misconduct or a knowing violation of the law; (3) a transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office; or (4) an act or omission for which the liability of a director is expressly provided for by an applicable statute. If the Texas Miscellaneous Corporation Laws Act or the Texas Business Corporation Act ("TBCA") is amended to authorize action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by such statutes, as so amended. Any repeal or modification of this article shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. ARTICLE NINE The vote of shareholders required for approval of (1) any plan of merger, consolidation, or exchange for which the TBCA requires a shareholder vote, (2) any disposition of assets for which the TBCA requires a shareholder vote, (3) any dissolution of the corporation for which the TBCA requires a shareholder vote, and (4) any amendment of the articles of incorporation of the corporation for which the TBCA requires a shareholder vote, shall be (in lieu of any greater vote required by the TBCA) the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon, unless any class or series of shares is entitled to vote as a class thereon, in which event the vote required shall be the affirmative vote of the holders of a majority of the outstanding shares within each class or series of shares entitled to vote thereon as a class and at least a majority of the outstanding shares otherwise entitled to vote thereon. 6 7 ARTICLE TEN Special meetings of shareholders may be called by the corporation's chairman of the board, the president or the board of directors. Subject to the provisions of the corporation's bylaws governing special meetings, holders of not less than 50% of the outstanding shares of stock entitled to vote at the proposed special meeting may also call a special meeting of shareholders by furnishing the corporation a written request which states the purpose or purposes of the proposed meeting in the manner set forth in the bylaws. EXECUTED AND EFFECTIVE this 29th day of September, 1995. EAGLE USA AIR FREIGHT, INC. By: /s/ JAMES R. CRANE ------------------------ James R. Crane President 7 8 ARTICLES OF AMENDMENT TO SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EAGLE USA AIRFREIGHT, INC. Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following articles of amendment to its Second Amended and Restated Articles of Incorporation: 1. The name of the corporation is Eagle USA Airfreight, Inc. 2. The following amendment to the Second Amended and Restated Articles of Incorporation of the corporation increases the authorized shares of the corporation. The amendment alters the first sentence of Article Four of the Second Amended and Restated Articles of Incorporation to read, in full: "The aggregate number of shares that the corporation shall have the authority to issue is 110,000,000 shares, consisting of 100,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of Preferred Stock, par value $0.001 per share." 3. The amendment made by these articles of amendment was duly adopted by the shareholders of the corporation at a meeting duly held on February 23, 1998. 4. The number of shares outstanding as of the date hereof is 18,764,180 shares of Common Stock, par value $0.001 per share; the number of shares outstanding as of the close of business on December 30, 1997, the record date for such meeting of shareholders, was 18,269,061 shares of Common Stock, par value $0.001 per share, and all of such 18,269,061 shares were entitled to vote on the amendment; the number of such shares voted for the amendment was 14,451,374; and the number of such shares voted against the amendment was 685,124. IN WITNESS WHEREOF, these articles of amendment have been executed on March 5, 1998. 8 9 EAGLE USA AIRFREIGHT, INC. By: /s/ Douglas A. Seckel ---------------------- Douglas A. Seckel Secretary 9 10 ARTICLES OF AMENDMENT TO SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EAGLE USA AIRFREIGHT, INC. Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following articles of amendment to its Second Amended and Restated Articles of Incorporation: 1. The name of the corporation is Eagle USA Airfreight, Inc. 2. The following amendment to the Second Amended and Restated Articles of Incorporation of the corporation changes the name of the corporation from Eagle USA Airfreight, Inc. to EGL, Inc. The amendment alters Article One of the Second Amended and Restated Articles of Incorporation to read in full as follows: "The name of the corporation is EGL, Inc." 3. The amendment made by these articles of amendment was duly adopted by the shareholders of the corporation at a meeting duly held on February 21, 2000. 4. The number of shares outstanding as of the close of business on December 30, 1999, the record date for such meeting of shareholders, was 28,780,667 shares of Common Stock, par value $0.001 per share, and all of such 28,780,667 shares were entitled to vote on the amendment; the number of such shares voted for the amendment was 26,450,960; and the number of such shares voted against the amendment was 13,866. 10 11 IN WITNESS WHEREOF, these articles of amendment have been executed on February 21, 2000. EAGLE USA AIRFREIGHT, INC. By: /s/ James R. Crane --------------------------- James R. Crane Chief Executive Officer and Chairman of the Board 11 12 ARTICLES OF AMENDMENT TO SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF EGL, INC. Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act, the undersigned corporation adopts the following articles of amendment to its Second Amended and Restated Articles of Incorporation: 1. The name of the corporation is EGL, Inc. 2. The following amendment to the Second Amended and Restated Articles of Incorporation of the corporation increases the authorized shares of the corporation. The amendment alters the first sentence of Article Four of the Second Amended and Restated Articles of Incorporation to read, in full: "The aggregate number of shares that the corporation shall have the authority to issue is 210,000,000 shares, consisting of 200,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of Preferred Stock, par value $0.001 per share." The amendment made by these articles of amendment was duly adopted by the shareholders of the corporation at a meeting duly held on September 18, 2000. 4. The number of shares outstanding as of the close of business on August 2, 2000, the record date for such meeting of shareholders, was 28,568,680 shares of Common Stock, par value $0.001 per share, and all of such 28,568,680 shares were entitled to vote on the amendment. 5. The number of such shares voted for the amendment was 23,766,967, the number of such shares voted against the amendment was 989,132, and the number of shares that abstained from voting on the amendment was 3,865. 13 IN WITNESS WHEREOF, these articles of amendment have been executed on September 18, 2000. EGL, INC. By: /s/ James R. Crane --------------------------------------- James R. Crane President, Chief Executive Officer and Chairman of the Board -----END PRIVACY-ENHANCED MESSAGE-----