SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Annual Report Pursant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For Fiscal Year Ended December 31, 1995
Commission File Number 33-20685
SEAWAY FINANCIAL CORPORATION
200 S. Riverside Avenue
St. Clair, Michigan 48079
(810-329-2244)
(Address of principal executive offices and telephone number)
Incorporated in the State of Michigan.
I.R.S. Employer I.D. Number 38-2785653
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period
that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
As of March 20, 1996, the aggregate market value
of the Registrant's voting stock held by nonaffiliates
of the Registrant was approximately $35,919,489.
As of March 20, 1996 there were 1,685,430 shares
of the Registrant's common stock issued and outstanding.
Documents incorporated by reference: Annual Report
to Shareholders for the year ended December 31, 1995
(Part II) and Proxy Statement for Annual meeting to be
held April 11, 1996 (Part III).
Exhibit Index is on Page 23
Page 1 of 34 Pages
1
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto
duly authorized.
SEAWAY FINANCIAL CORPORATION
Date: August 5, 1996 /s/ Franklin H. Moore, Jr.
Franklin H. Moore, Jr.
Chairman of the Board of
Directors and Treasurer as
Principal Executive Officer
of the Registrant
2
AMENDMENT TO THE FISCAL ANNUAL REPORT FOR YEAR
ENDING DECEMBER 31, 1995
The following pages are to be added to the following
Exhibit:
Page 1 of the original 10 K Exhibit Section
EXHIBIT 3.1 ARTICLES OF INCORPORATION
3
MICHIGAN DEPARTMENT OF COMMERCE--CORPORATION AND
SECURITIES BUREAU
FILED Date Received
DEC 16 1988 DEC 16 1988
Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
For use by Domestic Corporations
(Please read instructions and Paperwork Reduction Act
notice on last page)
Pursuant to the provisions of Act 284, Public Acts of
1972, as amended (profit corporations), or Act 162,
Public Acts of 1982, as amended (nonprofit corporations),
the undersigned corporation executes the following
Certificate:
1. The present name of the corporation is:
SEAWAY FINANCIAL CORPORATION
2. The corporation identification number (CID)
assigned by the Bureau is: 396-656
3. The location of its registered office is:
200 S. Riverside Ave., St Clair, Michigan 48079
4. Article Third of the Articles of Incorporation is
hereby amended to read as follows:
4
THIRD. The total number of shares of all
classes of stock which the corporation shall have
authority to issue is 1,100,000 shares, which shall
be divided into two classes as follows:
(a) 100,000 shares of Preferred Stock,
no par value, $1.00 per share stated
value (Preferred Stock); and
(b) 1,000,000 shares of Common Stock of
the par value of $1.00 per share
(Common Stock).
The designations, voting powers, preferences
and relative, participating, optional, or other
special rights, and the qualifications,
limitations or restrictions of the above classes
general provisions of the above classes of
stock and other general provisions relating
thereto shall be as follows:
PART I
Preferred Stock
(a) Shares of Preferred Stock may be issued
in one or more series at such time or times and for
such consideration or considerations as the Board of
Directors may determine. All shares of any one series
shall be of equal rank and identical in all respects
except that the dates from which dividends accrue or
accumulate with respect thereto may vary.
(b) The Board of Directors is expressly
authorized at any time, and from time to time, to provide
for the issuance of shares of Preferred Stock in one
or more series, with such voting powers, full or
limited, or without voting powers, and with such
designations, preferences and relative, participating,
optional or other special rights and qualifications,
limitations or restrictions thereof, as shall be stated
and expresssed in the resolution or resolutions providing
for the issue thereof adopted by the Board of Directors,
and as are not stated and expressed in these Articles
of Incorporation, or any amendment thereto, including
(but without limiting the generality of the foregoing)
the following:
(i) The distinctive designation and number
of shares comprising such series, which number may
(except where otherwise provided by the Board of Directors
in creating such series) be increased or decreased (but
not below the number of shares then outstanding) from
time to time by action of the Board of Directors.
(ii) The dividend rate or rates on the shares
of such series and the relation which such dividends
shall bear to the dividends payable on any other
class of captital stock or on any other series of
Preferred Stock, the terms and conditions upon which
and the periods in respect of which dividends shall be
payable, whether and upon what conditions such dividends
shall accumulate.
(iii)Whether the shares of such series
shall be redeemable, and, if redeemable, whether
redeemable for cash, property or rights, including
securities of any other corporation, at the option of
either the holder or the corporation or upon the happening
of a specified event, the limitations and restrictions
with respect to such redemption, the times or times
when, the price or prices or rate or rates at
which, the adjustments with which and the manner in which
such shares shall be redeemable, including the manner
of selecting shares of such series for redemption if less
than all shares are to be redeemed.
(iv) The rights to which the holders of shares
of such series shall be entitled, and the preferences,
if any, over any other series (or of any other series
over such series), upon the voluntary or involuntary
liquidation, dissolution, distribution or winding up
of the corporation, which rights may vary depending
on whether such liquidation, dissolution, distribution
or winding up is voluntary or involuntary, and, if
voluntary, may vary at different dates.
(v) Whether the shares of such series shall
be subject to the operation of a purchase, retirement
or sinking fund and, if so, whether and upon what
conditions such purchase, retirement or sinking fund
shall be cumulative or non cumulative, the extend to
which and the manner in which such fund shall be applied
to the purchase or redemption of the shares of such
series for retirement or to other corporate purposes
and the terms and provisions relative to the operation
thereof.
5
(vi) Whether the shares of such series
shall be convertible into or exchangeable for shares of
any other class or of any other series of any class
or of any other series of any class of capital stock
of the corporation, and, if so convertible or exhangeable,
the price or prices or the rate or rates of conversion
or exchange and the method, if any, of adjusting the
same, and any other terms and conditions of such
conversion or exchange.
(vii)The voting powers, full and/or limited,
if any, of the shares of such series, and whether and
under what conditions the shares of such series
(along or together with the shares of one or more
other series having similar provisions) shall be entitled
to vote separately as a single class, for the election
of one or more additional directors of the corporation
in case of dividend arrearages, or other specified
events, or upon other matters.
(viii)Whether the issuance of any additional
shares of such series, or of any shares of any other
series, shall be subject to restrictions as to issuance,
or as to the powers, preferences or rights of any
such other series.
(ix) Any other preferences, privileges and
powers and relative, participating, optional or other
special rights, and qualifications, limitations or
restrictions of such series, as the Board of Directors
may deem advisable and as shall not be inconsistent
with the provisions of these Articles of Incorporation.
(c) Unless and except to the extend otherwise
required by law or provided in the resolution or
resolutions of the Board of Directors creating any
series of Preferred Stock pursuant to this Part I, the
holders of the shares of Preferred Stock shall have
no voting power with respect to any matter whatsoever.
In no event shall the Preferred Stock be entitled to
more than one vote in respect of each share of stock.
(d) Shares of Preferred Stock redeemed,
converted, exchanged, purchased, retired or surrendered
to the corporation, or which have been issued and
reacquired in any manner, may, upon compliance with
any applicable provisions of the Michigan Business
6
Corporation Act, be given the status of authorized and
unissued shares of Preferred Stock and may be reissued
by the Board of Directors as part of the series of
which they were originally a part or may be reclassified
into and reissued as part of a new series or as a part
of any other series, all subject to the protective
conditions or restrictions of any outstanding series of
Preferred Stock.
PART II
Common Stock
(a) Except as otherwise required by law or
by any amendment to these Articles of Incorporation,
each holder of Common Stock shall have one vote for each
share of stock held by such holder on all matters voted
upon by the shareholders.
(b) Subject to the preferential dividend rights,
if any, applicable to shares of Preferred Stock and subject
to applicable requirements, if any, with respect to the
setting aside of sums for purchase, retirement or sinking
funds for Preferred Stock, the holders of Common Stock
shall be entitled to receive, to the extent permitted
by law, such dividends as may be declared from time to
time by the Board of Directors.
PART III
General Provisions
No holder of stock of any class of the
corporation shall be entitled as a matter of right to
purchase or subscribe for any part of any unissued stock
of any class, or of any additional stock of any class of
capital stock of the corporation, or of any bonds,
certificates of indebtness, debentures, or other
securities, whether or not convertible into stock
of the corporation, now or hereafter authorized, but
any such stock or other securities may be issued and
disposed of pursuant to resolution by the Board of
Directors to such persons, firms, corporations or
associations and upon such terms and for such
consideration (not less than the par value or
stated value thereof) as the Board of Directors in the
exercise of its discretion may determine and as may
be permitted by law without action by the shareholders.
The Board of Directors may provide for payment
therefor to be received by the corporation in cash,
7
personal property, real property (or leases thereof)
or services. Any and all shares of stock so issued
for which the consideration so fixed has been paid or
delivered, shall be deemed fully paid and not liable
to any further call or assessment.
8
COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED
BY THE UNANIMOUS CONSENT OF THE INCORPOTOR(S) BEFORE
THE FIRST MEETING OF THE BOARD OF DIRECTORS OR
TRUSTEES; OTHERWISE, COMPLETE SECTION (b).
b. X The foregoing amendment to the Articles of
Incorporation was duly adopted on the 30th day of,
September, 1988. The amendment:
X was duly adopted by the written consent of
all the shareholders or members entitled to vote in
accordance with Section 407(3) of the Act.
Signed this 14th day of December, 1988
By /s/Franklin H. Moore, Jr.
Franklin H. Moore, Jr., Chairman &
Chief Executive Officer.
9
DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS
INDICATED IN THE BOX BELOW. Include name, street and
number (or P.O. box), city, state and ZIP code.
Franklin H, Moore, Jr.
200 S. Riverside Avenue
P. O. Box 28
St. Clair, MI 48079
Name of Person or organization remitting fees:
SEAWAY FINANCIAL CORPORATION
Preparer's name and business telephone number:
Franklin H. Moore, Jr.
(313) 329-2244
INFORMATION AND INSTRUCTIONS
1. The amendment cannot be filed until this form,
or a comparable document, is submitted.
2. Submit one original copy of this document. Upon
filing, a microfilm copy will be prepared for the records
of the Corporation and Securities Bureau. The original
copy will be returned to the address appearing in the
box above as evidence of filing.
Since this document must be microfilmed, it is
important that the filing be legible. Documents with
poor black and white contrast, or otherwwise illegible,
will be rejected.
3. This document is to be used pursuant to the
provisions of section 631 of the Act for the purpose of
amending the articles of incorporation of a domestic
profit or nonprofit corporation. Do not use this
form for restated articles. A nonprofit corporation
is one incorporated to carry out any lawful purpose or
purposes not involving pecuniary profit or gain
for its directors, officers, shareholders, or members.
A nonprofit corporation organized on a nonstock
directorship basis, as authorized by Section 302 of the
Act, may or may not have members, but if it has members,
the members are not entitled to vote.
4. Item 2 -- Enter the identification number
previously assigned by the Bureau. If this number is
unknown, leave it blank.
5. Item 4 -- The article being amended must be set forth
in its entirety. However, if the article being
amended is divided into separately identifiable sections,
only the sections being amended need be included.
6. This document if effective on the date approved and
filed by the Bureau. A later effective date, no more
than 90 days after the date of delivery, may be stated.
7. If the amendment is adopted before the first meeting
of the board of directors, item 5(a) must be complted
and signed in ink by all of the incorporators listed in
Article V of the Articles of Incorporation. If the
amendment is otherwise adopted, item 5(b) must be
completed and signed in ink by the president,
vice-president, chairperson, or vice-chairperson of
the corporation.
8. FEES: Filing fee (Make remittance payable to State
of Michigan..............................$10.00
Franchise fee for profit corporations (payable
even if authorized capital stock has
increased) -- 1/2 mill (.0005) on each
dollar of increase over highest
previous authorized capital stock.
9. Mail form and fee to:
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
6546 Mercantile Way
Lansing, MI 48909
Telephone (517) 334-6302
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COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED
BY THE UNANIMOUS CONSENT OF THE INCORPORATOR(S) BEFORE
THE FIRST MEETING OF THE BOARD OF DIRECTORS OR
TRUSTEES; OTHERWISE, COMPLETE SECTION (b).
b. X The foregoing amendment to the Articles of
Incorporation was duly adopted on the 13th day of,
April, 1989. The amendment: (check one of the following)
X was duly adopted by the written consent of all
the shareholders or members entitled to
vote in accordance with Section 407(3)
Signed this 27th day of April, 1989
By /s/Franklin H. Moore, Jr.
Franklin H. Moore, Jr, Chairman &
Chief Executive Officer
11
THIRD. The total number of shares of all
classes of stock which the corporation shall have
authority to issue is 2,100,000 shares, which shall be
divided into two classes as follows:
(a) 100,000 shares of Preferred
Stock, no par value, $1.00 per share
stated value (Preferred Stock); and
(b) 2,000,000 shares of Common Stock
of the par value of $1.00 per share
(Common Stock).
The designations, voting powers, preferences
and relative, participating, optional, or other special
rights, and the qualifications, limitations or
restrictions of the above classes of stock and other
general provisions relating thereto shall be as follows:
PART I
Preferred Stock
(a) Shares of Preferred Stock may be issued in one
or more series at such time or times and for such
consideration or considerations as the Board of Directors
may determine. All shares of any one series shall be
of equal rank and identical in all respects except that
the dates from which dividends accrue or accumulate with
respect thereto may vary.
(b) The Board of Directors is expressly authorized
at any time, and from time to time, to provide for the
issuance of shares of Preferred Stock in one or more
series, with such voting powers, full or limited, or
without voting powers, and with such designations,
preferences and relative, participating, optional or
other special rights and qualifications, limitations
or restrictions thereof, as shall be stated and expressed
in the resolution or resolutions providing for the issue
thereof adopted by the Board of Directors, and as are not
stated and expressed in these Articles of Incorporation,
or any amendment thereto, including (but without limiting
the generality of the foregoing) the following:
(i) The distinctive designation and number of
shares comprising such series, which number may (except
where otherwise provided by the Board of Directors in
creating such series) be increased or decreased (but
not below the number of shares then outstanding) from
time to time by action of the Board of Directors.
12
(ii) The dividend rate or rates on the shares of
such series and the relation which such dividends shall
bear to the dividends payable on any other class of
capital stock or on any other series of Preferred Stock,
the terms and conditions upon what conditions such
dividends shall be cumulative and, if cumulative, the
date or dates from which dividends shall accumulate.
(iii)Whether the shares of such series shall be
redeemable, and, if redeemable, whether redeemable for
cash, property or rights, including securities of any
other corporation, at the option of either the holder
or the corporation or upon the happening of a specified
event, the limitations and restrictions with respect
to such redemption, the time or times when, the price
or prices or rate or rates at which, the adjustments
with which and the manner in which such shares
shall be redeemable, including the manner of selecting
shares of such series for redemption if less than all
shares are to be redeemed.
(iv) The rights to which the holders of shares
of such series shall be entitled, and the preferences,
if any, over any other series (or of any other series
over such series), upon the voluntary or involuntary
liquidation, dissolution, distribution or winding up
of the corporation, which rights may vary depending on
whether such liquidation, dissolution, distribution or
winding up is voluntary or involuntary, and, if voluntary,
may vary at different dates.
(v) whether the shares of such series shall be
subject to the operation of a purchase, retirement
or sinking fund shall and, if so, whether and
upon what conditions such purchase, retirement or sinking
fund shall be cumulative or noncumulative, the extent
to which and the manner in which such fund shall be
applied to the purchase or redemption of the shares
of such series for retirement or to other corporate
purposes and the terms and provisions relative to the
operation thereof.
(vi) Whether the shares of such series shall be
convertible into or exchangeable for shares of any other
class or of any other series of any class of capital
stock of the corporation, and, if so convertible or
exchangeable, the price or prices or the rate or
rates of conversion or exchange and the method, if
any, of adjusting the same, and any other terms and
conditions of such conversion or exchange.
(vii)The voting powers, full and/or limited, if any,
of the shares of such series, and whether and under
what conditions the shares of such series (along or
together with the shares of one or more other series
having similar provisions) shall be entitled to vote
separately as a single class, for the election of one
or more additional directors of the corporation in
case of dividend arrearages, or other specified events,
or upon other matters.
(viii)Whether the issuance of any additional shares
of such series, or of any shares of any other series,
shall be subject to restrictions as to issuance, or as
to the powers, preferences or rights of any such other
series.
(ix) Any other preferences, privileges and
powers and relative, participating, optional or other
special rights, and qualifications, limitations or
restrictions of such series, as the Board of Directors
may deem advisable and as shall not be inconsistent
with the provisions of these Articles of Incorporation.
(c) Unless and except to the extent otherwise
required by law or provided in the resolution or
resolutions of the Board of Directors creating any
series of Preferred Stock pursuant to this Part I, the
holders of the shares of Preferred Stock shall have
no voting power with respect to any matter whatsoever.
In no event shall the Preferred Stock be entitled to
more than one vote in respect of each share of stock.
(d) Shares of Preferred Stock redeemed,
converted, exchanged, purchased, retired or surrendered
to the corporation, or which have been issued and
reacquired in any manner, may, upon compliance
with any applicable provisions of the Michigan
Business Corporation Act, be given the status of
authorized and unissued shares of Preferred Stock and
may be reissued by the Board of Directors as part of
the series of which they were originally a part or
may be reclassified into and reissued as part of a new
series or as a part of any other series, all subject
to the protective conditions or restrictions of any
outstanding series of Preferred Stock.
13
PART II
Common Stock
(a) Except as otherwise required by law or by any
amendment to these Articles of Incorporation, each holder
of Common Stock shall have one vote for each share of
stock held by such holder on all matters voted upon by
the shareholders.
(b) Subject to the preferential dividend rights,
if any, applicable to shares of Preferred Stock and
subject to applicable requirements, if any, with respect
to the setting aside of sums for purchase, retirement or
sinking funds for Preferred Stock, the holders of Common
Stock shall be entitled to receive, to the extent
permitted by law, such dividends as may be declared from
time to time by the Board of Directors.
PART III
General Provisions
No holder of stock of any class of the corporation
shall be entitled as a matter of right to purchase or
subscribe for any part of any unissued stock of any class,
or of any additional stock of any class of capital stock
of the corporation, or of any bonds, certificates
of indebtedness, debentures, or other securities, whether
or not convertible into stock of the corporation,
now or hereafter authorized, but any such stock or
other securities may be issued and disposed of pursuant
to resolution by the Board of Directors to such persons,
firms, corporations or associations and upon such terms
and for such consideration (not less than the par value
or stated value thereof) as the Board of Directors
in the exercise of its discretion may determine and as
may be permitted by law without action by the
shareholders. The Board of Directors may provide for
14