EXHIBIT 3.1.49
ARTICLES OF CONVERSION
OF
SANMINA CABLE SYSTEMS, INC.
Pursuant to the provisions of article 5.17 of the Texas Business
Corporation Act and section 6132b-9.05 of the Texas Revised Partnership Act, the
undersigned converting entity certifies the following Articles of Conversion
adopted for the purpose of effecting a conversion in accordance with the
provisions of the Texas Business Corporation Act and the Texas Revised Limited
Partnership Act.
1. A plan of conversion was approved and adopted in accordance
with the provisions of article 5.03 of the Texas Business Corporation Act
providing for the conversion of Sanmina Cable Systems, Inc., a corporation
incorporated under the Texas Business Corporation Act, to Sanmina Texas, L.P., a
Texas limited partnership.
2. An executed plan of conversion is on file at the principal
place of business of the converting entity at 1201 West Crosby Road, Carrollton,
Texas 75006 and, from and after the conversion, an executed plan of conversion
will be on file at the principal place of business of the converted entity at
1201 West Crosby Road, Carrollton, Texas 75006.
3. A copy of the plan of conversion will be furnished by the
converting entity (prior to the conversion) or by the converted entity (after
the conversion) on written request and without cost to any shareholder or member
of the converting entity or the converted entity.
4. The approval of the plan of conversion was duly authorized by
all action required by the laws under which Sanmina Cable Systems, Inc. is
incorporated and by its constituent documents. The number of outstanding shares
entitled to vote is 7,935.
5. The number of shares voted for and against the plan of
conversion, respectively, are as follows:
Total Voted For Total Voted Against
- --------------- -------------------
7,935 -0-
6. Two copies of the Certificate of Limited Partnership of
Sanmina Texas, L.P. which is to be created pursuant to the plan of conversion
are being filed with the Secretary of State with the Articles of Conversion. A
copy of the Certificate of Limited Partnership of Sanmina Texas, L.P. is
attached as an exhibit to these Articles of Conversion.
7. Sanmina Texas, L.P. will be responsible for the payment of all
fees and franchise taxes for which the Sanmina Cable Systems, Inc. is liable,
and further, Sanmina Texas, L.P. will be obligated to pay such fees and
franchise taxes if the same are not timely paid.
8. The conversion will become effective on January 1, 2000 at
12:01 a.m. in accordance with the provisions of article 10.03 of the Texas
Business Corporation Act and section 2.12 of the Texas Revised Limited
Partnership Act.
Dated:____________________ SANMINA CABLE SYSTEMS, INC.
By: /s/ Daniel Vick
--------------------------------
Name: Daniel Vick, President
-2-
[THE STATE OF TEXAS SEAL]
OFFICE OF THE SECRETARY OF STATE
CORPORATIONS SECTION
P.O. BOX 13697
AUSTIN, TEXAS 78711-3697
CERTIFICATE OF LIMITED PARTNERSHIP
1. The name of the limited partnership is: Sanmina Texas, L.P.
2. The street address of its proposed registered agent in Texas is (a P.O.
Box is not sufficient): 811 Dallas Ave.,, Houston, TX 77002;
And the name of its proposed registered agent in Texas at such address
is: CT Corporation System.
3. The address of the principal office in the United States where records
of the partnership are to be kept or made available is: 2700 N. First
Street, San Jose, CA 95134.
4. The name, the mailing address and the street address of the business or
residence of each general partner are as follows:
MAILING ADDRESS STREET ADDRESS
NAME (INCLUDE CITY, STATE, ZIP CODE) (INCLUDE CITY, STATE, ZIP CODE)
- -----------------------------------------------------------------------------------------------------
Sanmina General, L.L.C. C/o Sanmina Corporation [Same]
2700 North First St.
San Jose, CA 95134
5. The partnership is being created pursuant to that certain Plan of
Conversion dated as of January 1, 2000, for Sanmina Cable Systems,
Inc., a Texas corporation.
6. Information regarding the prior form of organization, is as follows:
(a) Name: Sanmina Cable Systems, Inc.
(b) Address: 1201 West Crosby Road
Carrollton, TX 75006
(c) Prior form of organization: Texas business
corporation
(d) Date of incorporation: April 15, 1986
(e) Jurisdiction: Texas.
Sanmina General, L.L.C.
By: /s/ Elizabeth Jordan
--------------------------------------
Elizabeth Jordan, Authorized Person
-2-