Current Report Filing (8-k)

Date: June 2, 2015

VIASYSTEMS GROUP, INC.

/s/ Todd B. Schull

Todd B. Schull

Vice President and Treasurer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 31, 2015

VIASYSTEMS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-15755

75-2668620

(State or other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

101 South Hanley Road

St. Louis, MO

63105

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (314) 727-2087

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02.

Termination of a Material Definitive Agreement

Credit Facilities

In connection with the consummation of the previously announced Agreement and Plan of Merger, dated as of September 21, 2014 (the “Merger Agreement”), by and among Viasystems Group, Inc., a Delaware corporation (the “Company”), TTM Technologies, Inc., a Delaware corporation (“Parent”), and Vector Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Parent (“Merger Sub”), through which the Company was acquired by Parent through the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), on June 1, 2015, Parent repaid and terminated all commitments under (a) the Loan and Security Agreement, dated as of February 16, 2010, by and among Viasystems Technologies Corp., L.L.C. (“Viasystems Technologies”) and Merix Corporation (“Merix”), as borrowers, and Viasystems, Inc. (“VI Sub”), Viasystems International, Inc. (“Viasystems International”) and Merix Asia, Inc. (“Merix Asia”), as guarantors, the lenders and issuing bank from time to time party thereto, Wachovia Capital Finance Corporation (New England) (“Wachovia”), as administrative agent, and Wells Fargo Capital Finance, LLC (“Wells Fargo”), as sole lead arranger, manager and bookrunner (the “Loan and Security Agreement”), as amended by the Amendment No. 1 to Loan and Security Agreement, dated as of March 24, 2010, by and among Viasystems Technologies and Merix, as Borrowers, VI Sub, Viasystems International, and Merix Asia, as Guarantors, and Wachovia, as Agent and Lender (the “First Amendment”); the Amendment No. 2 to Loan and Security Agreement and Waiver, dated as of August 2, 2011, but effective as of June 30, 2011, by and among Viasystems Technologies and Viasystems Corporation (“Viasystems Corp”), as Borrowers, VI Sub, Viasystems International, and Merix Asia, as Guarantors, and Wells Fargo, as Agent and Lender (the “Second Amendment”); the Amendment No. 3 to Loan and Security Agreement and Waiver, dated as of December 8, 2011, by and among Viasystems Technologies and Viasystems Corp, as Borrowers, VI Sub, Viasystems International, and Merix Asia, as Guarantors, and Wells Fargo, as Agent and Lender (the “Third Amendment”); the Amendment No. 4 to Loan and Security Agreement, dated as of April 3, 2012, by and among Viasystems Technologies and Viasystems Corp, as Borrowers, VI Sub, Viasystems International, and Merix Asia, as Guarantors, and Wells Fargo, as Agent and Lender (the “Fourth Amendment”); the Amendment No. 5 to Loan and Security Agreement, dated as of April 16, 2012, by and among Viasystems Technologies and Viasystems Corp, as Borrowers, VI Sub, Viasystems International, and Merix Asia, as Guarantors, and Wells Fargo, as Agent and Lender (the “Fifth Amendment”); the Amendment No. 6 to Loan and Security Agreement and Waiver, dated as of April 30, 2012, by and among Viasystems Technologies and Viasystems Corp, as Borrowers, VI Sub, Viasystems International, and Merix Asia, as Guarantors, and Wells Fargo, as Agent and Lender (the “Sixth Amendment”); the Amendment No. 7 to Loan and Security Agreement and Waiver, dated as of December 28, 2012, by and among Viasystems Technologies, Viasystems Corp, Viasystems North America, Inc., DDi Intermediate Holdings Corp., DDi Capital Corp., DDi Global Corp., DDi Sales Corp., DDi North Jackson Corp., DDi Milpitas Corp., Coretec Holdings Inc., DDi Cleveland Holdings Corp. (“DDi Cleveland”), DDi Denver Corp., Coretec Building Inc. (“Coretec”), DDi Cleveland Corp., and Trumauga Properties, Ltd. (“Trumauga”), as Borrowers, VI Sub, Viasystems International, and Merix Asia, as Guarantors, and Wells Fargo, as Agent and Lender (the “Seventh Amendment”); the Amendment No. 8 to Loan and Security Agreement and Waiver, dated as of December 31, 2013, by and among Viasystems Technologies, Viasystems Corp, Viasystems Sales, Inc. (“Viasystems Sales”), DDi Cleveland, Coretec, and Trumauga, as Borrowers, VI Sub, as Guarantor, and Wells Fargo, as Agent and Lender (the “Eighth Amendment”); and the Amendment No. 9 to Loan and Security Agreement and Waiver, dated as of April 9, 2014, by and among Viasystems Technologies, Viasystems Corp, Viasystems Sales, DDi Cleveland, Coretec, and Trumauga, as Borrowers, VI Sub, as Guarantor, and Wells Fargo, as Agent and Lender (the “Ninth Amendment,” and collectively with the Loan and Security Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, and the Eighth Amendment, the “2010 Credit Agreement”); and (b) the Credit Agreement, dated March 28, 2012, between DDi Global Corp. (“DDi Corp”) and Wells Fargo Bank, N.A. (“Wells Fargo Bank”) (the “DDi Credit Agreement”), as amended by the Amendment to Credit Agreement, dated as of November 1, 2012, between DDi Corp and Wells Fargo Bank (the “Amendment to DDi Credit Agreement,” and, together with the DDi Credit Agreement, the “2012 Credit Agreement”).

The 2010 Credit Agreement, as amended, provided a secured revolving credit facility in an aggregate principal amount of up to $75.0 million which, upon mutual agreement, could have been increased to a maximum of $100.0 million (the “2010 Credit Facility”). The 2010 Credit Facility’s maturity date was December 29, 2018. The annual interest rates applicable to loans under the 2010 Credit Facility were, at the Company’s option, either the Prime Rate or Eurodollar Rate (each as defined in the 2010 Credit Agreement) plus, in each case, an applicable margin. The applicable margin was tied to the Company’s Monthly Average Excess Availability (as defined in the 2010 Credit Agreement) and ranged from 0.25% to 0.75% for Prime Rate loans and 1.75% to 2.25% for Eurodollar Rate loans. In addition, the Company was required to pay an unused line fee and other fees as defined in the 2010 Credit Agreement.

The 2010 Credit Facility was guaranteed by and secured by substantially all of the assets of the Company’s current and future material domestic subsidiaries, subject to certain exceptions as set forth in the 2010 Credit Facility.

The 2012 Credit Agreement, as amended, provided a mortgage loan with Wells Fargo Bank for the Company’s printed circuit board manufacturing facility in Anaheim, California, which was secured by the land and building at such location. The 2012 Credit Agreement contained a covenant requiring the Company to maintain a minimum fixed charge coverage ratio of 1.25 to 1.0. The loan bore interest at a fixed rate of 4.326% and was set to mature in March 2019, when a balloon principal payment of $3.4 million was to become due.

The foregoing descriptions do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the 2010 Credit Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2010; the full text of the First Amendment, which was filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 30, 2010; the full text of the Second Amendment, which was filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2011; the full text of the Third Amendment, which was filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed with the SEC on February 15, 2012; the full text of the Fourth Amendment, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 9, 2012; the full text of the Fifth Amendment, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 17, 2012; the full text of the Sixth Amendment, which was filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2012; the full text of the Seventh Amendment, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2013; the full text of the Eighth Amendment, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2014; and the full text of the Ninth Amendment, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2014; and the full text of the 2012 Credit Agreement, which was filed as Exhibit 10.3 to the Quarterly Report on Form 10-Q of DDi Global Corp. filed with the SEC on April 25, 2012; and the full text of the Amendment to DDi Credit Agreement, which was filed as Exhibit 10.52 to the Company’s Annual Report on Form 10-K filed with the SEC on February 15, 2013; and all of which are incorporated herein by reference.

In connection with the termination of the 2010 Credit Agreement and the 2012 Credit Agreement, Parent repaid all principal amounts, all accrued and unpaid interest through the respective termination dates, various prepayment, reconveyance and other fees, and the Lenders’ legal expenses, and all security, liens or other encumbrances on assets of the Company were released and terminated. Parent utilized proceeds from borrowings under the Parent Credit Agreements (as defined below) to fund the termination of the Company’s debt.

Senior Secured Notes

On April 30, 2012, Viasystems, Inc. (“VI Sub”), a direct, wholly owned subsidiary of the Company, entered into an Indenture (the “Base Indenture”) among the Company, the guarantors party thereto (the “Notes Guarantors”), and Wilmington Trust, National Association, as trustee (the “Trustee”), pursuant to which VI Sub issued approximately $600 million in aggregate principal amount of 7.875% Senior Secured Notes due 2019 (the “Senior Secured Notes”). The Base Indenture, dated as of April 30, 2012, as supplemented by (a) the Supplemental Indenture, dated as of May 2, 2012 (the “First Supplemental

Indenture”); (b) the Second Supplemental Indenture, dated as of June 27, 2012 (the “Second Supplemental Indenture”); (c) the Third Supplemental Indenture, dated as of April 9, 2014 (the “Third Supplemental Indenture”); and (d) the Fourth Supplemental Indenture, dated as of April 15, 2014 (the “Fourth Supplemental Indenture” and, collectively with the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, and the Third Supplemental Indenture, the “Senior Secured Notes Indenture”), each by and among the Company, VI Sub, the Notes Guarantors, and the Trustee, governs the terms and provisions of the Senior Secured Notes.

The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Base Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2012; and the full text of the First Supplemental Indenture, which was filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2012; the full text of the Second Supplemental Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2012; the full text of the Third Supplemental Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 10, 2014; and the full text of the Fourth Supplemental Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 15, 2014; all of which are incorporated herein by reference.

On May 29, 2015, pursuant to the terms of the Senior Secured Notes Indenture, the Trustee notified the holders of the Senior Secured Notes that VI Sub has elected to redeem the Senior Secured Notes at a redemption price equal to 105.906% of the principal amount of each such Senior Secured Note, together with accrued and unpaid interest, on the redemption date of June 28, 2015.

In connection with the redemption of the Senior Secured Notes, Parent has irrevocably deposited with the Trustee sufficient funds to fund the redemption of the Senior Secured Notes, utilizing the net proceeds from (a) the Term Loan Credit Agreement (the “Term Loan Agreement”), by and among Parent, as Borrower, the several Lenders from time to time parties thereto, JPMorgan Chase Bank, N.A. (“JPMCB”), as Administrative Agent, Barclays Bank PLC (“Barclays”), as Syndication Agent, and The Royal Bank of Scotland plc (“RBS”) and HSBC Securities (USA) Inc. (“HSBC Securities”), as Documentation Agents, and (b) the ABL Credit Agreement (the “ABL Agreement” and, together with the Term Loan Agreement, the “Parent Credit Agreements”), by and among Parent, as Borrower, the several Lenders from time to time parties thereto, JPMCB, as Administrative Agent, Barclays, as Syndication Agent, and RBS and HSBC Securities, as Documentation Agents, each entered into in connection with the Merger (as defined below), together with cash on hand. As a result, VI Sub and the Notes Guarantors have been released from their respective obligations under the Senior Secured Notes Indenture.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

On May 31, 2015, Parent, Company and Merger Sub completed the Merger. As a result of the Merger, the Company became a wholly owned subsidiary of Parent. At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of the Company (the “Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares (i) held in treasury of the Company, (ii) owned, directly or indirectly, by a wholly owned subsidiary of the Company, Parent or Merger Sub, or (iii) owned by stockholders who have perfected and not withdrawn a demand for appraisal rights under Delaware law) was automatically converted into the right to receive a combination of (a) $11.33 in cash, without interest, and (b) 0.706 of a share of validly issued, fully paid and nonassessable common stock, par value $0.001 per share, of Parent (together, the “Merger Consideration”).

In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s outstanding stock options were cancelled and converted into the right to receive a combination of cash and stock with a combined value equal to the excess value, if any, of the Merger Consideration that would be delivered in respect of the number of shares of the Company’s common stock underlying such option over the exercise price for such option. The Company’s outstanding restricted stock awards were converted into the Merger Consideration. The Company’s outstanding performance share units vested based on the greater of 100% of the target payout and the payout that would have resulted based on the Company’s performance criteria, with each such vested performance share unit exchanged for the Merger Consideration. The Company’s outstanding leveraged performance shares vested based on the

greater of their target share price and the closing price of the Company’s common stock on the trading day immediately preceding the closing date, with each such vested leveraged performance share being exchanged for the Merger Consideration.

The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 22, 2014, and which is incorporated herein by reference.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

To the extent required by Item 3.01, the information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

In connection with the consummation of the Merger, on June 1, 2015, Parent and the Company requested that the NASDAQ Global Market (“NASDAQ”) suspend trading in the Company’s common stock and file a notification of removal from listing on Form 25 with the SEC to delist shares of the Company’s common stock from NASDAQ and remove them from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the close of business on June 1, 2015. On June 1, 2015, NASDAQ filed a notification of removal from listing on Form 25 with the SEC with respect to the Company’s common stock. Parent intends to file a Form 15 with the SEC to suspend the Company’s reporting obligations with respect to its Common Stock under Sections 13 and 15(d) of the Exchange Act ten days after the filing of Form 25.

Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth above in Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated herein by reference.

At the Effective Time, holders of Company Common Stock immediately prior to such time ceased to have any rights as stockholders in the Company (other than their right to receive the Merger Consideration pursuant to the Merger Agreement).

Item 5.01.

Changes in Control of Registrant.

To the extent required by Item 5.01, the information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the Merger, a change of control of the Company occurred and the Company became a wholly owned subsidiary of Parent.

To the knowledge of the Company, there are no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in further change of control of the Company.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation and Appointment of Executive Officers and Directors

Pursuant to Section 2.06 of the Merger Agreement, at the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time became the directors and officers of the Company as the Surviving Corporation. As a result, Thomas T. Edman and Todd B. Schull became the directors, and Thomas T. Edman became the President; Todd B. Schull became the Vice President, Secretary and Treasurer; and Antonio J. Sanchez became the Vice President, Assistant Secretary and Assistant Treasurer of the Company as the Surviving Corporation. Immediately after the Effective Time, all directors and officers of the Company were removed and replaced by written consent of the sole shareholder and the board of directors of the Company. Todd B. Schull and Daniel J. Weber were elected as the directors, and Thomas T. Edman was elected as the President; Todd B. Schull was elected as the Vice President and Treasurer; Daniel J. Weber was elected as the Vice President, Secretary and General Counsel; Christopher R. Isaak was elected as the Vice President, Assistant Secretary and Assistant Treasurer; and Antonio J. Sanchez was elected as the Vice President, Assistant Secretary and Assistant Treasurer of the Company as the Surviving Corporation.

Termination of Equity Plans

As of the Effective Time, each of the Company’s 2003 Stock Option Plan and 2010 Equity Incentive Plan were terminated.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to Section 2.05(a) and Section 2.05(b) of the Merger Agreement, at the Effective Time, the certificate of incorporation and the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, became the certificate of incorporation and the bylaws of the Company as the Surviving Corporation until amended in accordance with the General Corporation Law of the State of Delaware. A copy of the amended and restated certificate of incorporation and bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, which are incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

3.1		Fifth Amended and Restated Certificate of Incorporation of Viasystems Group, Inc.

3.2		Third Amended and Restated Bylaws of Viasystems Group, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit No.		Description

3.1		Fifth Amended and Restated Certificate of Incorporation of Viasystems Group, Inc.

3.2		Third Amended and Restated Bylaws of Viasystems Group, Inc.

Exhibit 3.1

FIFTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

VIASYSTEMS GROUP, INC.

Article I

Name

The name of the corporation is Viasystems Group, Inc. (the “Corporation”).

Article II

Registered Office

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

Article III

Purpose

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (the “DGCL”).

Article IV

Capital Stock

The total number of shares of stock that the Corporation shall have authority to issue is one hundred (100) shares, all of which shall be designated as common stock, and the par value of each such share of common stock is one-hundredth of one cent ($0.0001) per share.

Article V

[RESERVED]

Article VI

Directors

The number of directors which shall comprise the board of directors of the Corporation shall be two (2). The size of the board of directors may be increased or decreased in the manner provided in the Bylaws of the Corporation. All corporate powers of the Corporation shall be exercised by or under the direction of the board of directors except as otherwise provided herein or by law. Unless and to the extent that the Bylaws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

Article VII

Limitation of Liability; Indemnification

1. Limitation of Liability. A director of the Corporation shall, to the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended, not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of this Certificate of Incorporation

inconsistent with this Article VII, shall eliminate or reduce the effect of this Article VII in respect of any matter occurring, or any cause of action, suit, or claim that, but for this Article VII, would accrue or arise, prior to such amendment, repeal, or adoption of an inconsistent provision.

2. Indemnification. The Corporation is authorized to indemnify and may advance expenses to its officers and directors to the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended.

Article VIII

Bylaws

Subject to the power of the stockholders of the Corporation to adopt, amend, or repeal any Bylaw made by the Board of Directors, the Board of Directors is expressly authorized and empowered to adopt, amend, or repeal the Bylaws of the Corporation.

Article IX

Amendment

The Corporation reserves the right at any time, and from time to time, to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the state of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences, and privileges of whatsoever nature conferred upon stockholders, directors, or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this Article IX.

Exhibit 3.2

THIRD AMENDED AND RESTATED

BYLAWS

VIASYSTEMS GROUP, INC.

Adopted as of June 1, 2015

TABLE OF CONTENTS

ARTICLE 1

Stockholders


1.1	Place of Meetings	1
1.2	Annual Meetings	1
1.3	Special Meetings	1
1.4	Notice of Meetings	1
1.5	Adjournments	1
1.6	Quorum	1
1.7	Organization	2
1.8	Voting; Proxies	2
1.9	Fixing Date for Determination of Stockholders of Record	2
1.10	List of Stockholders Entitled to Vote	3
1.11	Action by Consent of Stockholders	3

ARTICLE 2 Board of Directors

2.1	Number; Qualifications	3
2.2	Election; Resignation; Vacancies	3
2.3	Regular Meetings	3
2.4	Special Meetings	4
2.5	Telephonic Meetings Permitted	4
2.6	Quorum; Vote Required for Action	4
2.7	Organization	4
2.8	Informal Action by Directors	4

ARTICLE 3 Committees

3.1	Committees	4
3.2	Committee Rules	4

ARTICLE 4 Officers

4.1	Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies	5
4.2	Powers and Duties of Executive Officers	5

ARTICLE 5 Stock

5.1	Certificates	5
5.2	Lost, Stolen, or Destroyed Stock Certificates; Issuance of New Certificates	5


ARTICLE 6 Indemnification

6.1	Right to Indemnification	5
6.2	Prepayment of Expenses	6
6.3	Claims	6
6.4	Nonexclusivity of Rights	6
6.5	Other Indemnification	6
6.6	Amendment or Repeal	6

ARTICLE 7 Miscellaneous

7.1	Fiscal Year	6
7.2	Seal	6
7.3	Waiver of Notice of Meetings of Stockholders, Directors, and Committees	6
7.4	Interested Directors; Quorum	7
7.5	Form of Records	7
7.6	Amendment of Bylaws	7

THIRD AMENDED AND RESTATED

BYLAWS

VIASYSTEMS GROUP, INC.

ARTICLE 1

Stockholders

1.1 Place of Meetings. Meetings of stockholders shall be held at the place, either within or without the state of Delaware, as may be designated by resolution of the Board of Directors from time to time.

1.2 Annual Meetings. Annual meetings of stockholders shall be held at such time and place as determined by the Board of Directors, at which time the stockholders shall elect a board of directors and transact any other business as may properly be brought before the meeting.

1.3 Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors, or by a committee of the Board of Directors which has been duly designated by the Board of Directors and whose powers and authority, as expressly provided in a resolution of the Board of Directors, include the power to call such meetings, but such special meetings may not be called by any other person or persons.

1.4 Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation, or these Bylaws, the written notice of any meeting shall be given no less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the mail, postage prepaid, directed to the stockholder at his, her, or its address as it appears on the records of the corporation.

1.5 Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

1.6 Quorum. Except as otherwise provided by law, the Certificate of Incorporation, or these Bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided in Section 1.5 of these Bylaws until a quorum shall attend. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

1.7 Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his or her absence by the Vice Chairman of the Board, if any, or in his or her absence by the President, if any, or in his or her absence by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

1.8 Voting; Proxies. Except as otherwise provided by the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the corporation. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the Certificate of Incorporation, or these Bylaws, be decided by the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock entitled to vote thereon which are present in person or represented by proxy at the meeting.

1.9 Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten (10) days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the

Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

1.10 List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Upon the willful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list of stockholders, or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

1.11 Action by Consent of Stockholders. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE 2

Board of Directors

2.1 Number; Qualifications. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders.

2.2 Election; Resignation; Vacancies. The Board of Directors shall be elected at each annual meeting of stockholders and each director shall hold office for a term of one (1) year or until his or her successor is elected and qualified. Any director may resign at any time upon written notice to the corporation. Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by a plurality of the votes cast at a meeting of stockholders, and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his or her successor is elected and qualified.

2.3 Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine, and if so determined, notices thereof need not be given.

2.4 Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the President, any Vice President, the Secretary, or by any member of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four (24) hours before the special meeting.

2.5 Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 2.5 shall constitute presence in person at such meeting.

2.6 Quorum; Vote Required for Action. At all meetings of the Board of Directors a majority of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the Certificate of Incorporation or these Bylaws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

2.7 Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in his or her absence by the Vice Chairman of the Board, if any, or in his or her absence by the President, if any, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

2.8 Informal Action by Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE 3

Committees

3.1 Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all pages which may require it.

3.2 Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter, and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article 2 of these Bylaws.

ARTICLE 4

Officers

4.1 Executive Officers; Election; Qualifications; Term of Office; Resignation; Removal; Vacancies. The Board of Directors shall appoint a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors may also appoint a Chairman, a Vice Chairman, and such other officers (including Assistant Secretaries and Assistant Treasurers) as the Board of Directors deems necessary or desirable. Each such officer shall hold office until the first meeting of the Board of Directors after the annual meeting of stockholders next succeeding his or her election, and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. The Board of Directors may remove any officer with or without cause at any time, but such removal shall be without prejudice to the contractual rights of such officer, if any, with the corporation. Any number of offices may be held by the same person. Any vacancy occurring in any office of the corporation by death, resignation, removal, or otherwise may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting.

4.2 Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors. The Board of Directors may require any officer, agent, or employee to give security for the faithful performance of his or her duties.

ARTICLE 5

Stock

5.1 Certificates. The corporation may issue certificated or uncertificated shares. Every holder of stock so requesting shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman or Vice Chairman of the Board of Directors, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the corporation, certifying the number of shares owned by him, her, or it in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent, or registrar at the date of issue.

5.2 Lost, Stolen, or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the corporation may require the owner of the lost, stolen, or destroyed certificate, or his or her legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of such new certificate.

ARTICLE 6

Indemnification

6.1 Right to Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a “proceeding”), by reason of the fact that he or she or a person for whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or

agent of another corporation or of a partnership, joint venture, trust, enterprise, or nonprofit entity, including service with respect to employee benefit plans (an “indemnitee”), against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such indemnitee. The corporation shall be required to indemnify an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if the initiation of such proceeding (or part thereof) by the indemnitee was authorized by the Board of Directors of the corporation.

6.2 Prepayment of Expenses. The corporation shall pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending any proceeding in advance of its final disposition; provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise.

6.3 Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty (60) days after a written claim therefor by the indemnitee has been received by the corporation, the indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expenses of prosecuting such claim. In any such action the corporation shall have the burden of proving that the indemnitee was not entitled to the requested indemnification or payment of expenses under applicable law.

6.4 Nonexclusivity of Rights. The rights conferred on any person by this Article 6 shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise.

6.5 Other Indemnification. The corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise, or nonprofit enterprise.

6.6 Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article 6 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE 7

Miscellaneous

7.1 Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

7.2 Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

7.3 Waiver of Notice of Meetings of Stockholders, Directors, and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice.

7.4 Interested Directors; Quorum. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his, her, or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the corporation as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

7.5 Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

7.6 Amendment of Bylaws. These Bylaws may be altered or repealed, and new bylaws made by the Board of Directors, but the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.

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