EXHIBIT 3.5
ARTICLES OF INCORPORATION
OF
AMTECH AUTOMATED MANUFACTURING TECHNOLOGY
WE, THE UNDERSIGNED natural persons of the age of twenty-one years or
more, acting as incorporators of a corporation under the Utah Business
Corporation Act, adopt the following Articles of Incorporation for such
corporation:
ARTICLE I - NAME
The name of this Corporation is: AMTECH AUTOMATED
MANUFACTURING TECHNOLOGY
ARTICLE II - DURATION
The duration of this corporation is "perpetual".
ARTICLE III - CORPORATE PURPOSES
The purpose for which this corporation is organized is to solve
customers automation needs by concepting, designing, and building special
automated machines, and control systems for the purpose of improving
manufacturing production; and to undertake and engage in all matters related or
ancillary thereto, and to undertake and engage in all lawful transactions which
a corporation organized under the laws of the State of Utah might do or engage
in, even though not expressly stated herein.
ARTICLE IV - NUMBER OF SHARES
The aggregate number of shares which this corporation shall have
authority to issue is FIFTY THOUSAND (50,000) shares of no par value stock. All
stock of the corporation shall be of the same class, common, and shall have the
same rights and preferences. Fully-paid stock of this corporation shall not be
liable to any further call or assessment.
ARTICLE V - AMENDMENT
These Articles of Incorporation may be amended by the affirmative vote
of a majority of the shares entitled to vote on each such amendment.
ARTICLE VI - SHAREHOLDER RIGHTS
The authorized and treasury stock of this corporation may be issued at
such time, upon such terms and conditions and for such consideration as the
Board of Directors shall determine. Shareholders shall not have pre-emptive
rights to acquire unissued shares of the stock of this corporation.
ARTICLE VII - CAPITALIZATION
This corporation will not commence business until consideration of a
value of at least ONE THOUSAND DOLLARS ($1,000) has been received for the
issuance of shares.
ARTICLE VIII - INTERNAL AFFAIRS
The Directors shall adopt bylaws which are not inconsistent with these
Articles for the regulation and management of the affairs of the corporation.
These bylaws may be amended from time to time or repealed pursuant to law.
ARTICLE IX - REGISTERED OFFICE AND AGENT
The address of this corporation's initial registered office and the
name of its original registered agent at such address is:
2512 West 12420 South /s/ DENNIS E. RICH
Riverton, Utah 84065 ---------------------------------
Dennis E. Rich, Reg. Agent
ARTICLE X - DIRECTORS
The Board of Directors shall consist of not less than three (3) nor
more than nine (9) members as the Board of Directors may itself from time to
time determine. The names and addresses of persons who are to serve as Directors
until the first annual meeting of stockholders, or until their successors are
elected and qualify, are:
Dennis E. Rich Kristin Rich Todd D. Rich
2512 W. 12420 S. 2512 W. 12420 S. 320 S. 8th E.
Riverton, UT 84065 Riverton, UT 84065 SLC, UT 84102
ARTICLE XI - INCORPORATORS
The name and address of each incorporator is:
Dennis E. Rich Kathryn H. Rich Todd D. Rich
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2512 W. 12420 S. 2512 W. 12420 S. 320 S. 8th E.
Riverton, UT 84065 Riverton, UT 84065 SLC, UT 84102
ARTICLE XII - INDEMNIFICATION
The corporation shall indemnify any and all persons who may serve at
any time as a Director or Officer of the Corporation, and their heirs,
administrators, successors, and assigns against any and all expenses, including
amounts paid upon judgments, counsel fees, and amounts paid in settlement before
or after suit is commenced, actually and necessarily incurred by such persons in
connection with the defense or settlement of any claim, action, suit or
proceeding, in which they, or any of them are made parties, or which may be
asserted against them or any of them by reasons of being, or having been,
Directors or Officers of the Corporation, except in relation to such matters in
which such Director or Officer shall be adjudged to be liable for his own
negligence or misconduct in the performance of his duty. Such indemnification
shall be in addition to any other rights to which those indemnified may be
entitled under any law, bylaw, agreement, vote of shareholders, or otherwise.
DATED this 28th day of March, 1989.
/s/ DENNIS E. RICH
------------------------------
Incorporator
/s/ KATHRYN H. RICH
------------------------------
Incorporator
/s/ TODD D. RICH
------------------------------
Incorporator
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
I, John F. Dearden, a Notary Public, hereby certify that on the 28th
day of March, 1989, Dennis E. Rich, Kathryn H. Rich and Todd D. Rich, personally
appeared before me, who, being by me first duly sworn, severally declared that
they are the persons who signed the foregoing document as incorporators and that
the statements therein contained are true.
DATED this 28th day of March, 1989.
/s/ JOHN F. DEARDEN
------------------------------
NOTARY PUBLIC
My Commission Expires: Residing in Salt Lake Co., Utah
May 17, 1991
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Personally appeared Todd D. Rich.
Subscribed and sworn to sworn to before me this 28th day of March 1989
/s/ JANNY P. HERRON
------------------------------
NOTARY PUBLIC
My Commission Expires: Residing in Riverdale, Utah
10-20-92
ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION
OF
AMTECH AUTOMATED MANUFACTURING TECHNOLOGY, INC.
The undersigned, Dennis E. Rich and Kristin R. Wilson, being
President and Secretary of AMTECH AUTOMATED MANUFACTURING TECHNOLOGY, INC., a
Utah corporation, (the "Corporation") hereby certify and declare as follows:
FIRST: The name of the corporation is AMTECH AUTOMATED
MANUFACTURING TECHNOLOGY, INC.
SECOND: Article IV of the Articles of Incorporation is hereby
amended by increasing the aggregate number of shares which the
Corporation has authority to issue from Fifty Thousand
(50,000) shares to Five Hundred Thousand (500,000) shares. As
amended, said Article IV shall read as follows:
The aggregate number of shares which this corporation
shall have authority to issue is Five Hundred
Thousand (500,000) shares of no par value stock. All
stock of the corporation shall be of the same class,
common, and shall have the same rights and
preferences. Fully-paid stock of the corporation
shall not be liable to any further call or
assessment.
THIRD: The amendment was adopted by the shareholders of the
Corporation on the 19th day of December, 1991.
FOURTH: There are 25,000 shares of common stock of the
Corporation outstanding and entitled to vote, and said common
stock is the only authorized class of stock of said
Corporation.
FIFTH: All of said shares of stock outstanding and entitled to
vote were voted unanimously for said amendment.
SIXTH: The amendment does not provide for an exchange,
reclassification or cancellation of issued shares.
SEVENTH: The amendment does not effect a change in the amount
of stated capital.
DATED this 19th day of December, 1991.
AMTECH AUTOMATED
MANUFACTURING TECHNOLOGY, INC.
By /s/ DAN E. RICH
-------------------------------------
Its President
By /s/ KRISTIN R. WILSON
-------------------------------------
Its Secretary
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
On the 23rd day of Dec, 1991, personally appeared before me
Dennis E. Rich, who being by me duly sworn, did say that he is the President of
AMTECH AUTOMATED MANUFACTURING TECHNOLOGY, INC., and that the foregoing
instrument was signed on behalf of said corporation by authority of a resolution
of its Board of Directors, that the statements contained therein are true and
correct, and said Dennis E. Rich acknowledged to me that said corporation
executed the same.
/s/ KRISTIN BARTH
-------------------------------------
NOTARY PUBLIC
Residing at: Salt Lake
My Commission Expires:
December 20, 1995
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